1.1 Establishment.
The Cogent, Inc. 2004 Equity Incentive Plan (the “Plan”)
is hereby established effective as of the effective date of the initial
registration by the Company of its Stock under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Effective Date”).
After the Effective Date, the Company shall terminate, and no longer issue any
awards from under, the Company’s 2000 Stock Option Plan.

1.2 Purpose.
The purpose of the Plan is to advance the interests of the Participating
Company Group and its stockholders by providing an incentive to attract, retain
and reward persons performing services for the Participating Company Group and
by motivating such persons to contribute to the growth and profitability of the
Participating Company Group. The Plan seeks to achieve this purpose by
providing for Awards in the form of Options, Indexed Options, Stock
Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock
Bonuses, Performance Shares, Performance Units, Restricted Stock Units and
Deferred Compensation Awards.

1.3 Term
of Plan. The Plan shall continue in effect until the earlier of its
termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions on
such shares under the terms of the Plan and the agreements evidencing Awards
granted under the Plan have lapsed. However, all Awards shall be granted, if at
all, within ten (10) years from the Effective Date.

2. DEFINITIONSAND
CONSTRUCTION.

2.1 Definitions.
Whenever used herein, the following terms shall have their respective
meanings set forth below:

(a)
“Affiliate” means (i) an entity, other than a Parent
Corporation, that directly, or indirectly through one or more intermediary
entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation,
that is controlled by the Company directly, or indirectly through one or more
intermediary entities. For this purpose, the term “control”
(including the term “controlled by”) means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of the relevant entity, whether through the ownership of voting
securities, by contract or otherwise; or shall have such other meaning assigned
such term for the purposes of registration on Form S-8 under the Securities
Act.

(c)
“Award Agreement” means a written agreement between
the Company and a Participant setting forth the terms, conditions and
restrictions of the Award granted to the Participant. An Award Agreement may be
an “Option Agreement,” an “Indexed Option Agreement,”
an “SAR Agreement,” a “Restricted Stock Purchase
Agreement,” a “Restricted Stock Bonus Agreement,” a
“Performance Share Agreement,” a “Performance Unit
Agreement,” a “Restricted Stock Unit Agreement,” or a
“Deferred Compensation Award Agreement.”

(d)
“Board” means the Board of Directors of the
Company.

(e)
“Cause” means, unless otherwise defined by the
Participant’s Award Agreement or contract of employment or service, any
of the following: (i) the Participant’s theft, dishonesty, willful
misconduct, breach of fiduciary duty for personal profit, or falsification of
any Participating Company documents or records; (ii) the Participant’s
material failure to abide by a Participating Company’s code of conduct or
other policies (including, without limitation, policies relating to
confidentiality and reasonable workplace conduct); (iii) the
Participant’s unauthorized use, misappropriation, destruction or
diversion of any tangible or intangible asset or corporate opportunity of a
Participating Company (including, without limitation, the Participant’s
improper use or disclosure of a Participating Company’s confidential or
proprietary information); (iv) any intentional act by the Participant which has
a material detrimental effect on a Participating Company’s reputation or
business; (v) the Participant’s repeated failure or inability to perform
any reasonable assigned duties after written notice from a Participating
Company of, and a reasonable opportunity to cure, such failure or inability;
(vi) any material breach by the Participant of any employment or service
agreement between the Participant and a Participating Company, which breach is
not cured pursuant to the terms of such agreement; or (vii) the
Participant’s conviction (including any plea of guilty or nolo
contendere) of any criminal act involving fraud, dishonesty, misappropriation
or moral turpitude, or which impairs the Participant’s ability to perform
his or her duties with a Participating Company.

(f)
“Change in Control” means, unless otherwise defined
by the Participant’s Award Agreement or contract of employment or
service, the occurrence of any of the following:

(i)
any “person” (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than (1) a trustee or other fiduciary holding stock of
the Company under an employee benefit plan of a Participating Company or (2) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the stock of the
Company, becomes the “beneficial owner” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of stock of the
Company representing more than fifty percent (50%) of the total combined voting
power of the Company’s then-outstanding voting stock; or

(ii)
an Ownership Change Event or series of related Ownership Change Events
(collectively, a “Transaction”) in which the
stockholders of the Company immediately before the Transaction do not retain
immediately after the Transaction direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting securities of the Company or, in the case of an Ownership

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Change Event described in
Section 2.1(z)(iii), the entity to which the assets of the Company were
transferred (the “Transferee”), as the case may be;
or

(iii)
a liquidation or dissolution of the Company.

For
purposes of the preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities which own the
Company or the Transferee, as the case may be, either directly or through one
or more subsidiary corporations or other business entities. The Committee shall
have the right to determine whether multiple sales or exchanges of the voting
securities of the Company or multiple Ownership Change Events are related, and
its determination shall be final, binding and conclusive.

(h)
“Committee” means the Compensation Committee or other
committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. If no committee of the Board has
been appointed to administer the Plan, the Board shall exercise all of the
powers of the Committee granted herein, and, in any event, the Board may in its
discretion exercise any or all of such powers.

(j)
“Consultant” means a person engaged to provide
consulting or advisory services (other than as an Employee or a member of the
Board) to a Participating Company, provided that the identity of such person,
the nature of such services or the entity to which such services are provided
would not preclude the Company from offering or selling securities to such
person pursuant to the Plan in reliance on registration on a Form S-8
Registration Statement under the Securities Act.

(k)
“Deferred Compensation Award” means an award of Stock
Units granted to a Participant pursuant to Section 12 of the Plan.

(l)
“Director” means a member of the Board.

(m)
“Disability” means the permanent and total disability
of the Participant, within the meaning of Section 22(e)(3) of the Code.

(n)
“Dividend Equivalent” means a credit, made at the
discretion of the Committee or as otherwise provided by the Plan, to the
account of a Participant in an amount equal to the cash dividends paid on one
share of Stock for each share of Stock represented by an Award held by such
Participant.

(o)
“Employee” means any person treated as an
employee (including an Officer or a member of the Board who is also treated as
an employee) in the records of a Participating Company and, with respect to any
Incentive Stock Option granted to such person,

3

who is an employee for
purposes of Section 422 of the Code; provided, however, that neither service as
a member of the Board nor payment of a director’s fee shall be sufficient
to constitute employment for purposes of the Plan. The Company shall determine
in good faith and in the exercise of its discretion whether an individual has
become or has ceased to be an Employee and the effective date of such
individual’s employment or termination of employment, as the case may be.
For purposes of an individual’s rights, if any, under the Plan as of the
time of the Company’s determination, all such determinations by the
Company shall be final, binding and conclusive, notwithstanding that the
Company or any court of law or governmental agency subsequently makes a
contrary determination.

(q)
“Fair Market Value” means, as of any date, the value
of a share of Stock or other property as determined by the Committee, in its
discretion, or by the Company, in its discretion, if such determination is
expressly allocated to the Company herein, subject to the following:

(i)
Except as otherwise determined by the Committee, if, on such date, the Stock is
listed on a national or regional securities exchange or market system, the Fair
Market Value of a share of Stock shall be the closing price of a share of Stock
(or the mean of the closing bid and asked prices of a share of Stock if the
Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq
SmallCap Market or such other national or regional securities exchange or
market system constituting the primary market for the Stock, as reported in The
Wall Street Journal or such other source as the Company deems reliable. If
the relevant date does not fall on a day on which the Stock has traded on such
securities exchange or market system, the date on which the Fair Market Value
shall be established shall be the last day on which the Stock was so traded
prior to the relevant date, or such other appropriate day as shall be
determined by the Committee, in its discretion.

(ii)
Notwithstanding the foregoing, the Committee may, in its discretion, determine
the Fair Market Value on the basis of the opening, closing, high, low or
average sale price of a share of Stock or the actual sale price of a share of
Stock received by a Participant, on such date, the preceding trading day, the
next succeeding trading day or an average determined over a period of trading
days. The Committee may vary its method of determination of the Fair Market
Value as provided in this Section for different purposes under the Plan.

(iii)
If, on such date, the Stock is not listed on a national or regional securities
exchange or market system, the Fair Market Value of a share of Stock shall be
as determined by the Committee in good faith without regard to any restriction
other than a restriction which, by its terms, will never lapse.

(r)
“Incentive Stock Option” means an Option intended to
be (as set forth in the Award Agreement) and which qualifies as an incentive
stock option within the meaning of Section 422(b) of the Code.

4

(s)
“Indexed Option” means an Option with an exercise
price which either increases by a fixed percentage over time or changes by
reference to a published index, as determined by the Committee and set forth in
the Option Agreement.

(t)
“Insider” means an Officer, Director or any other
person whose transactions in Stock are subject to Section 16 of the Exchange
Act.

(w)
“Nonstatutory Stock Option” means an Option not
intended to be (as set forth in the Award Agreement) an incentive stock option
within the meaning of Section 422(b) of the Code.

(x)
“Officer” means any person designated by the Board as
an officer of the Company.

(y)
“Option” means the right to purchase Stock at a
stated price for a specified period of time granted to a Participant pursuant
to Section 6 or Section 7 of the Plan. An Option may be either an Incentive
Stock Option, a Nonstatutory Stock Option or an Indexed Option.

(z)
“Option Exchange Program” means any program
instituted by the Committee which would permit either (i) Participants the
opportunity to transfer any outstanding Options to a financial institution
selected by the Committee or (ii) the cancellation of outstanding Options
and/or SARs and the grant in substitution therefore of any new Awards,
including specifically any new Options and/or SARs having a lower exercise
price.

(aa)
“Ownership Change Event” means the occurrence of any
of the following with respect to the Company: (i) the direct or indirect sale
or exchange in a single or series of related transactions by the stockholders
of the Company of more than fifty percent (50%) of the voting stock of the
Company; (ii) a merger or consolidation in which the Company is a party; or
(iii) the sale, exchange, or transfer of all or substantially all of the assets
of the Company (other than a sale, exchange or transfer to one or more
subsidiaries of the Company).

(bb)
“Parent Corporation” means any present or future
“parent corporation” of the Company, as defined in Section 424(e)
of the Code.

(cc)
“Participant” means any eligible person who has been
granted one or more Awards.

(dd)
“Participating Company” means the Company or any
Parent Corporation, Subsidiary Corporation or Affiliate.

5

(ee)
“Participating Company Group” means, at any point in
time, all entities collectively which are then Participating Companies.

(gg)
“Performance Award Formula” means, for any
Performance Award, a formula or table established by the Committee pursuant to
Section 11.3 of the Plan which provides the basis for computing the value of a
Performance Award at one or more threshold levels of attainment of the
applicable Performance Goal(s) measured as of the end of the applicable
Performance Period.

(hh)
“Performance Goal” means a performance goal
established by the Committee pursuant to Section 11.3 of the Plan.

(ii)
“Performance Period” means a period established by
the Committee pursuant to Section 11.3 of the Plan at the end of which one or
more Performance Goals are to be measured.

(jj)
“Performance Share” means a bookkeeping entry
representing a right granted to a Participant pursuant to Section 11 of the
Plan to receive a payment equal to the value of a Performance Share, as
determined by the Committee, based on performance.

(kk)
“Performance Unit” means a bookkeeping entry
representing a right granted to a Participant pursuant to Section 11 of the
Plan to receive a payment equal to the value of a Performance Unit, as
determined by the Committee, based upon performance.

(ll)
“Prior Plan Options” means any option or other award
granted by the Company which is subject to vesting or repurchase by the
Company, including specifically, all such options and awards granted pursuant
to the Company’s 2000 Stock Option Plan which is outstanding on or after
the Effective Date.

(oo)
“Restricted Stock Purchase Right” means a right to
purchase Stock granted to a Participant pursuant to Section 9 of the Plan.

(pp)
“Restricted Stock Unit” or “Stock Unit”
means a bookkeeping entry representing a right granted to a Participant
pursuant to Section 10 or Section 12 of the Plan, respectively, to receive a
share of Stock on a date determined in accordance with the provisions of
Section 10 or Section 12, as applicable, and the Participant’s Award
Agreement.

6

(qq)
“Restriction Period” means the period established in
accordance with Section 9.5 of the Plan during which shares subject to a
Restricted Stock Award are subject to Vesting Conditions.

(rr)
“Rule 16b-3” means Rule 16b-3 under the Exchange Act,
as amended from time to time, or any successor rule or regulation.

(ss)
“SAR” or “Stock Appreciation Right”
means a bookkeeping entry representing, for each share of Stock subject to such
SAR, a right granted to a Participant pursuant to Section 8 of the Plan to
receive payment of an amount equal to the excess, if any, of the Fair Market
Value of a share of Stock on the date of exercise of the SAR over the exercise
price.

(tt)
“Section 162(m)” means Section 162(m) of the Code.

(uu)
“Securities Act” means the Securities Act of 1933, as
amended.

(vv)
“Service” means a Participant’s employment or
service with the Participating Company Group, whether in the capacity of an
Employee, a Director or a Consultant. A Participant’s Service shall not
be deemed to have terminated merely because of a change in the capacity in
which the Participant renders such Service or a change in the Participating
Company for which the Participant renders such Service, provided that there is
no interruption or termination of the Participant’s Service. Furthermore,
a Participant’s Service shall not be deemed to have terminated if the
Participant takes any military leave, sick leave, or other bona fide leave of
absence approved by the Company. However, if any such leave taken by a Participant
exceeds ninety (90) days, then on the one hundred eighty-first (181st) day
following the commencement of such leave any Incentive Stock Option held by the
Participant shall cease to be treated as an Incentive Stock Option and instead
shall be treated thereafter as a Nonstatutory Stock Option, unless the
Participant’s right to return to Service with the Participating Company
Group is guaranteed by statute or contract. Notwithstanding the foregoing,
unless otherwise designated by the Company or required by law, a leave of
absence shall not be treated as Service for purposes of determining vesting
under the Participant’s Award Agreement. A Participant’s Service
shall be deemed to have terminated either upon an actual termination of Service
or upon the entity for which the Participant performs Service ceasing to be a
Participating Company. Subject to the foregoing, the Company, in its
discretion, shall determine whether the Participant’s Service has
terminated and the effective date of such termination.

(ww)
“Stock” means the common stock of the Company, as
adjusted from time to time in accordance with Section 4.4 of the Plan.

(xx)
“Subsidiary Corporation” means any present or future
“subsidiary corporation” of the Company, as defined in Section
424(f) of the Code.

(yy)
“Ten Percent Owner” means a Participant who, at the
time an Option is granted to the Participant, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
a Participating Company (other than an Affiliate) within the meaning of Section
422(b)(6) of the Code.

7

(zz)“Vesting
Conditions” mean those conditions established in accordance with
Section 9.5 or Section 10.3 of the Plan prior to the satisfaction of which
shares subject to a Restricted Stock Award or Restricted Stock Unit Award,
respectively, remain subject to forfeiture or a repurchase option in favor of
the Company upon the Participant’s termination of Service.

2.2 Construction.
Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular. Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION.

3.1 Administration
by the Committee. The Plan shall be administered by the Committee. All
questions of interpretation of the Plan or of any Award shall be determined by
the Committee, and such determinations shall be final and binding upon all
persons having an interest in the Plan or such Award.

3.2 Authority
of Officers. Any Officer shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, determination or
election which is the responsibility of or which is allocated to the Company
herein, provided the Officer has apparent authority with respect to such
matter, right, obligation, determination or election. The Board may, in its
discretion, delegate to a committee comprised of one or more Officers the
authority to grant one or more Awards, without further approval of the Board or
the Committee, to any Employee, other than a person who, at the time of such
grant, is an Insider; provided, however, that (a) such Awards shall not be
granted for shares in excess of the maximum aggregate number of shares of Stock
authorized for issuance pursuant to Section 4.1, (b) the exercise price per
share of each such Award which is an Option or Stock Appreciation Right shall
be not less than the Fair Market Value per share of the Stock on the effective
date of grant (or, if the Stock has not traded on such date, on the last day
preceding the effective date of grant on which the Stock was traded), and (c)
each such Award shall be subject to the terms and conditions of the appropriate
standard form of Award Agreement approved by the Board or the Committee and
shall conform to the provisions of the Plan and such other guidelines as shall
be established from time to time by the Board or the Committee.

3.3 Administration
with Respect to Insiders. With respect to participation by Insiders in the
Plan, at any time that any class of equity security of the Company is
registered pursuant to Section 12 of the Exchange Act, the Plan shall be
administered in compliance with the requirements, if any, of Rule 16b-3.

3.4 Committee
Complying with Section 162(m). If the Company is a “publicly held
corporation” within the meaning of Section 162(m), the Board may
establish a Committee of “outside directors” within the meaning of
Section 162(m) to approve the grant of any Award which might reasonably be
anticipated to result in the payment of employee remuneration that would
otherwise exceed the limit on employee remuneration deductible for income tax
purposes pursuant to Section 162(m).

8

3.5 Powers
of the Committee. In addition to any other powers set forth in the Plan and
subject to the provisions of the Plan, the Committee shall have the full and
final power and authority, in its discretion:

(a) to
determine the persons to whom, and the time or times at which, Awards shall be
granted and the number of shares of Stock or units to be subject to each Award;

(b) to
determine the type of Award granted and to designate Options as Incentive Stock
Options, Nonstatutory Stock Options or Indexed Options;

(c) to
determine the Fair Market Value of shares of Stock or other property;

(d) to
determine the terms, conditions and restrictions applicable to each Award
(which need not be identical) and any shares acquired pursuant thereto,
including, without limitation, (i) the exercise or purchase price of shares
purchased pursuant to any Award, (ii) the method of payment for shares
purchased pursuant to any Award, (iii) the method for satisfaction of any tax
withholding obligation arising in connection with Award, including by the
withholding or delivery of shares of Stock, (iv) the timing, terms and
conditions of the exercisability or vesting of any Award or any shares acquired
pursuant thereto, (v) the Performance Award Formula and Performance Goals
applicable to any Award and the extent to which such Performance Goals have
been attained, (vi) the time of the expiration of any Award, (vii) the effect
of the Participant’s termination of Service on any of the foregoing, and
(viii) all other terms, conditions and restrictions applicable to any Award or
shares acquired pursuant thereto not inconsistent with the terms of the Plan;

(e) to
determine whether an Award of SARs, Performance Shares or Performance Units
will be settled in shares of Stock, cash, or in any combination thereof;

(f) to
approve one or more forms of Award Agreement;

(g) to
amend, modify, extend, cancel or renew any Award or to waive any restrictions
or conditions applicable to any Award or any shares acquired pursuant thereto;

(h) to
accelerate, continue, extend or defer the exercisability or vesting of any
Award or any shares acquired pursuant thereto, including with respect to the
period following a Participant’s termination of Service;

(i)
without the consent of the affected Participant and notwithstanding the
provisions of any Award Agreement to the contrary, to unilaterally substitute
at any time a Stock Appreciation Right providing for settlement solely in
shares of Stock in place of any outstanding Option, provided that such Stock
Appreciation Right covers the same number of shares of Stock and provides for
the same exercise price (subject in each case to adjustment in accordance with
Section 4.4) as the replaced Option and otherwise provides substantially equivalent
terms and conditions as the replaced Option, as determined by the Committee;

(j) to
prescribe, amend or rescind rules, guidelines and policies relating to the
Plan, or to adopt sub-plans or supplements to, or alternative versions of, the
Plan,

9

including, without
limitation, as the Committee deems necessary or desirable to comply with the
laws or regulations of or to accommodate the tax policy, accounting principles
or custom of, foreign jurisdictions whose citizens may be granted Awards; and

(k) to
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award Agreement and to make all other determinations and take such
other actions with respect to the Plan or any Award as the Committee may deem
advisable to the extent not inconsistent with the provisions of the Plan or
applicable law.

3.6 No
Repricing. Without the affirmative vote of holders of a majority of the
shares of Stock cast in person or by proxy at a meeting of the stockholders of
the Company at which a quorum representing a majority of all outstanding shares
of Stock is present or represented by proxy, the Board shall not approve a
program providing for the amendment of outstanding Options and/or SARs to
reduce the exercise price thereof. This paragraph shall not be construed to
apply to (i) “issuing or assuming a stock option in a transaction to
which section 424(a) applies,” within the meaning of Section 424 of the
Code or (ii) to any Option Exchange Program.

3.7 Indemnification.
In addition to such other rights of indemnification as they may have as members
of the Board or the Committee or as officers or employees of the Participating
Company Group, members of the Board or the Committee and any officers or
employees of the Participating Company Group to whom authority to act for the
Board, the Committee or the Company is delegated shall be indemnified by the
Company against all reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan, or any right granted hereunder, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or
proceeding, such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.

4. SHARES SUBJECTTO PLAN.

4.1 Maximum
Number of Shares Issuable. Subject to adjustment as provided in Section 4.2
and Section 4.4, the maximum aggregate number of shares of Stock that may be
issued under the Plan shall be Sixteen Million (16,000,000) (which has been
determined after adjustment to reflect the stock split which will be completed
by the Company prior to the initial registration of the Company’s Stock
under Section 12 of the Exchange Act), reduced at any time by the number of
shares subject to the Prior Plan Options (which as of the Effective Date equaled
approximately Eleven Million Four Hundred Thousand (11,400,000)). Such shares
shall consist of authorized but unissued or reacquired shares of Stock or any
combination thereof. If any outstanding Award, including any Prior Plan
Options, for any reason, expires or is terminated or canceled without having
been exercised or settled in full, or if shares of Stock

10

acquired pursuant to an
Award subject to forfeiture or repurchase, including any Prior Plan Options,
are forfeited or repurchased by the Company, the shares of Stock allocable to
the terminated portion of such Award, including any Prior Plan Options, or such
forfeited or repurchased shares of Stock shall again be available for grant
under the Plan. Notwithstanding anything in the Plan, or any Award Agreement to
the contrary, shares underlying Options transferred under any Option Exchange
Program described in Section 2.1(z)(i) shall not be again available for grant
under the Plan. Shares of Stock shall not be deemed to have been issued pursuant
to the Plan (a) with respect to any portion of an Award that is settled in cash
or (b) to the extent such shares are withheld or reacquired by the Company in
satisfaction of tax withholding obligations pursuant to Section 16.2. Upon
payment in shares of Stock pursuant to the exercise of an SAR, the number of
shares available for issuance under the Plan shall be reduced only by the
number of shares actually issued in such payment. If the exercise price of an
Option is paid by tender to the Company, or attestation to the ownership, of
shares of Stock owned by the Participant, the number of shares available for
issuance under the Plan shall be reduced by the net number of shares for which
the Option is exercised.

4.2 Annual
Increase in Maximum Number of Shares Issuable. The maximum aggregate number
of shares of Stock that may be issued under the Plan as set forth in Section
4.1 shall be cumulatively increased on January 1, 2005 and on each subsequent
January 1st, through and including January 1, 2013, by a number of shares (the “Annual
Increase”) equal to the smallest of (i) one and a half percent
(1.5%) of the number of shares of Stock issued and outstanding on the
immediately preceding December 31st, (ii) Seven Hundred and Fifty Thousand
(750,000) shares or (iii) an amount determined by the Board.

4.3 Maximum
Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to
adjustment as provided in Section 4.4, the maximum aggregate number of shares
of Stock that may be issued under the Plan pursuant to the exercise of
Incentive Stock Options (the “ISO Share Limit”) shall
not exceed Sixteen Million (16,000,000), cumulatively increased on January 1,
2005 and on each subsequent January 1st, through and including January 1, 2013,
by a number of shares equal to the applicable Annual Increase. The maximum
aggregate number of shares of Stock that may be issued under the Plan pursuant
to all Awards other than Incentive Stock Options shall be the number of shares
determined in accordance with Section 4.1, subject to adjustment as provided in
Section 4.2 and Section 4.4.

4.4 Adjustments
for Changes in Capital Structure. Subject to any required action by the
stockholders of the Company, in the event of any change in the Stock effected
without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares, or similar
change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other
than Stock (excepting normal cash dividends) that has a material effect on the
Fair Market Value of shares of Stock, appropriate adjustments shall be made in
the number and kind of shares subject to the Plan and to any outstanding
Awards, in the ISO Share Limit set forth in Section 4.3, in the Nonemployee
Director Options to be granted automatically pursuant to Section 7, and in the
exercise or purchase price per share under any outstanding Award in order to
prevent dilution or enlargement of Participants’ rights under the Plan.
For purposes of the foregoing, conversion of

11

any convertible
securities of the Company shall not be treated as “effected without
receipt of consideration by the Company.” Any fractional share resulting
from an adjustment pursuant to this Section 4.4 shall be rounded down to the
nearest whole number, and in no event may the exercise or purchase price under
any Award be decreased to an amount less than the par value, if any, of the
stock subject to such Award. The Committee in its sole discretion, may also
make such adjustments in the terms of any Award to reflect, or related to, such
changes in the capital structure of the Company or distributions as it deems
appropriate, including modification of Performance Goals, Performance Award
Formulas and Performance Periods. The adjustments determined by the Committee
pursuant to this Section 4.4 shall be final, binding and conclusive.

5. ELIGIBILITYAND
AWARD LIMITATIONS.

5.1 Persons
Eligible for Awards. Awards may be granted only to Employees, Consultants
and Directors. For purposes of the foregoing sentence,
“Employees,”“Consultants”and “Directors”
shall include prospective Employees, prospective Consultants and prospective
Directors to whom Awards are granted in connection with written offers of an
employment or other service relationship with the Participating Company Group;
provided, however, that no Stock subject to any such Award shall vest, become
exercisable or be issued prior to the date on which such person commences
Service. A Nonemployee Director Option may be granted only to a person who, at the
time of grant, is a Nonemployee Director.

5.2 Participation.
Awards other than Nonemployee Director Options are granted solely at the
discretion of the Committee. Eligible persons may be granted more than one
Award. However, excepting Nonemployee Director Options, eligibility in
accordance with this Section shall not entitle any person to be granted an
Award, or, having been granted an Award, to be granted an additional Award.

5.3 Incentive
Stock Option Limitations.

(a) Persons
Eligible. An Incentive Stock Option may be granted only to a person
who, on the effective date of grant, is an Employee of the Company, a Parent
Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying
Corporation”). Any person who is not an Employee of an
ISO-Qualifying Corporation on the effective date of the grant of an Option to
such person may be granted only a Nonstatutory Stock Option. An Incentive Stock
Option granted to a prospective Employee upon the condition that such person
become an Employee of an ISO-Qualifying Corporation shall be deemed granted
effective on the date such person commences Service with an ISO-Qualifying
Corporation, with an exercise price determined as of such date in accordance
with Section 6.1.

(b) Fair
Market Value Limitation. To the extent that options designated as
Incentive Stock Options (granted under all stock option plans of the
Participating Company Group, including the Plan) become exercisable by a
Participant for the first time during any calendar year for stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portion
of such options which exceeds such amount shall be treated as Nonstatutory
Stock Options. For purposes of this Section, options designated as Incentive
Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of stock shall be determined as of the time
the option with respect to such

12

stock is granted. If the
Code is amended to provide for a limitation different from that set forth in
this Section, such different limitation shall be deemed incorporated herein
effective as of the date and with respect to such Options as required or
permitted by such amendment to the Code. If an Option is treated as an
Incentive Stock Option in part and as a Nonstatutory Stock Option in part by
reason of the limitation set forth in this Section, the Participant may
designate which portion of such Option the Participant is exercising. In the
absence of such designation, the Participant shall be deemed to have exercised
the Incentive Stock Option portion of the Option first. Upon exercise, shares
issued pursuant to each such portion shall be separately identified.

6. TERMSAND
CONDITIONSOF OPTIONS.

Options
shall be evidenced by Award Agreements specifying the number of shares of Stock
covered thereby, in such form as the Committee shall from time to time
establish. No Option or purported Option shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Award Agreement.
Award Agreements evidencing Options may incorporate all or any of the terms of
the Plan by reference and, except as otherwise set forth in Section 7 with
respect to Nonemployee Director Options, shall comply with and be subject to
the following terms and conditions:

6.1 Exercise
Price. The exercise price for each Option shall be established in the
discretion of the Committee; provided, however, that (a) the exercise price per
share shall be not less than the Fair Market Value of a share of Stock on the
effective date of grant of the Option, (b) no Incentive Stock Option granted to
a Ten Percent Owner shall have an exercise price per share less than one
hundred ten percent (110%) of the Fair Market Value of a share of Stock on the
effective date of grant of the Option, and (c) notwithstanding anything to the
contrary in this Section 6.1, in the case of an Indexed Option, the Committee
shall determine the exercise price of such Indexed Option and the terms and
conditions that affect, if any, any adjustments to the exercise price of such
Indexed Option. Notwithstanding the foregoing, an Option may be granted with an
exercise price lower than the minimum exercise price set forth above if such
Option is granted pursuant to an assumption or substitution for another option
in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 Exercisability
and Term of Options. Options shall be exercisable at such time or times, or
upon such event or events, and subject to such terms, conditions, performance
criteria and restrictions as shall be determined by the Committee and set forth
in the Award Agreement evidencing such Option; provided, however, that (a) no
Option shall be exercisable after the expiration of ten (10) years after the effective
date of grant of such Option, (b) no Incentive Stock Option granted to a Ten
Percent Owner shall be exercisable after the expiration of five (5) years after
the effective date of grant of such Option, and (c) no Option granted to a
prospective Employee, prospective Consultant or prospective Director may become
exercisable prior to the date on which such person commences Service. Subject
to the foregoing, unless otherwise specified by the Committee in the grant of
an Option, any Option granted hereunder shall terminate ten (10) years after
the effective date of grant of the Option, unless earlier terminated in
accordance with its provisions.

13

6.3 Payment
of Exercise Price.

(a) Forms
of Consideration Authorized. Except as otherwise provided below,
payment of the exercise price for the number of shares of Stock being purchased
pursuant to any Option shall be made (i) in cash, by check or in cash
equivalent, (ii) by tender to the Company, or attestation to the ownership, of
shares of Stock owned by the Participant having a Fair Market Value not less
than the exercise price, (iii) by delivery of a properly executed notice of
exercise together with irrevocable instructions to a broker providing for the
assignment to the Company of the proceeds of a sale or loan with respect to
some or all of the shares being acquired upon the exercise of the Option
(including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System) (a “Cashless Exercise”),
(iv) by such other consideration as may be approved by the Committee from time
to time to the extent permitted by applicable law, or (v) by any combination
thereof. The Committee may at any time or from time to time grant Options which
do not permit all of the foregoing forms of consideration to be used in payment
of the exercise price or which otherwise restrict one or more forms of
consideration.

(b) Limitations
on Forms of Consideration.

(i) Tender
of Stock. Notwithstanding the foregoing, an Option may not be exercised by
tender to the Company, or attestation to the ownership, of shares of Stock to
the extent such tender or attestation would constitute a violation of the
provisions of any law, regulation or agreement restricting the redemption of
the Company’s stock. Unless otherwise provided by the Committee, an
Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock unless such shares either have been owned by the
Participant for more than six (6) months (and not used for another Option
exercise by attestation during such period) or were not acquired, directly or
indirectly, from the Company.

(ii) Cashless
Exercise. The Company reserves, at any and all times, the right, in the
Company’s sole and absolute discretion, to establish, decline to approve
or terminate any program or procedures for the exercise of Options by means of
a Cashless Exercise, including with respect to one or more Participants specified
by the Company notwithstanding that such program or procedures may be available
to other Participants.

6.4 Effect
of Termination of Service.

(a) Option
Exercisability. Subject to earlier termination of the Option as
otherwise provided herein and unless otherwise provided by the Committee in the
grant of an Option and set forth in the Award Agreement, an Option shall be
exercisable after a Participant’s termination of Service only during the
applicable time period determined in accordance with this Section and
thereafter shall terminate:

(i) Disability.
If the Participant’s Service terminates because of the Disability of the
Participant, the Option, to the extent unexercised and exercisable on the date
on which the Participant’s Service terminated, may be exercised by the
Participant (or the Participant’s guardian or legal representative) at
any time prior to the expiration of twelve (12) months after the date on which
the Participant’s Service terminated, but in any event no later

14

than the date of
expiration of the Option’s term as set forth in the Award Agreement
evidencing such Option (the “Option Expiration Date”).

(ii) Death.
If the Participant’s Service terminates because of the death of the
Participant, the Option, to the extent unexercised and exercisable on the date
on which the Participant’s Service terminated, may be exercised by the
Participant’s legal representative or other person who acquired the right
to exercise the Option by reason of the Participant’s death at any time
prior to the expiration of twelve (12) months after the date on which the
Participant’s Service terminated, but in any event no later than the
Option Expiration Date. The Participant’s Service shall be deemed to have
terminated on account of death if the Participant dies within three (3) months
after the Participant’s termination of Service.

(iii) Termination
for Cause. Notwithstanding any other provision of the Plan to the
contrary, if the Participant’s Service is terminated for Cause, the
Option shall terminate and cease to be exercisable immediately upon such
termination of Service.

(iv) Other
Termination of Service. If the Participant’s Service terminates for
any reason, except Disability, death or Cause, the Option, to the extent
unexercised and exercisable by the Participant on the date on which the
Participant’s Service terminated, may be exercised by the Participant at
any time prior to the expiration of three (3) months after the date on which
the Participant’s Service terminated, but in any event no later than the
Option Expiration Date.

(b) Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, other than
termination of Service for Cause, if the exercise of an Option within the
applicable time periods set forth in Section 6.4(a) is prevented by the
provisions of Section 15 below, the Option shall remain exercisable until three
(3) months (or such longer period of time as determined by the Committee, in
its discretion) after the date the Participant is notified by the Company that
the Option is exercisable, but in any event no later than the Option Expiration
Date.

(c) Extension
if Participant Subject to Section16(b). Notwithstanding the foregoing,
other than termination of Service for Cause, if a sale within the applicable
time periods set forth in Section 6.4(a) of shares acquired upon the exercise
of the Option would subject the Participant to suit under Section 16(b) of the
Exchange Act, the Option shall remain exercisable until the earliest to occur
of (i) the tenth (10th) day following the date on which a sale of such shares
by the Participant would no longer be subject to such suit, (ii) the one
hundred and ninetieth (190th) day after the Participant’s termination of
Service, or (iii) the Option Expiration Date.

6.5 Transferability
of Options. During the lifetime of the Participant, an Option shall be
exercisable only by the Participant or the Participant’s guardian or
legal representative. Prior to the issuance of shares of Stock upon the
exercise of an Option, the Option shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution.

15

Notwithstanding the
foregoing, to the extent permitted by the Committee, in its discretion, an
Option shall be assignable or transferable subject to the applicable
limitations, if any, described in the General Instructions to Form S-8
Registration Statement under the Securities Act. Notwithstanding any of the
foregoing, the Committee may permit further transferability of any Option, on a
general or specific basis, to third parties in connection with an Option
Exchange Program established and approved by the Committee pursuant to which
Participant’s may receive a cash payment, or other consideration, in exchange
for the transfer of such Option, and the Committee may impose any conditions
and limitations on any permitted transferability and may amend, without
Participant consent, any outstanding Option as may be necessary to facilitate
the transfer of such Option under any Option Exchange Program.

7. TERMSAND
CONDITIONSOF NONEMPLOYEE DIRECTOR OPTIONS

Nonemployee
Director Options shall be evidenced by Award Agreements specifying the number
of shares of Stock covered thereby, in such form as the Committee shall from
time to time establish. Such Award Agreements may incorporate all or any of the
terms of the Plan by reference and shall comply with and be subject to the
terms and conditions of Section 6 to the extent not inconsistent with this
Section and the following terms and conditions.

7.1 Grant
of Nonemployee Director Options.

(a) Initial
Option. Subject to the execution by the Nonemployee Director of an
appropriate Award Agreement, each person who first becomes a Nonemployee
Director on or after the Effective Date shall be granted automatically and
without further action of the Committee on the date such person first becomes a
Nonemployee Director an Option (an “Initial Option”)
to purchase Forty Thousand (40,000) shares of Stock.

(b) Annual
Option. Subject to the execution by the Nonemployee Director of an
appropriate Award Agreement, each Nonemployee Director (including any Director
who previously did not qualify as a Nonemployee Director but who subsequently
becomes a Nonemployee Director) shall be granted automatically and without
further action of the Committee on the date of each annual meeting of the
stockholders of the Company (the “Annual Meeting”),
commencing with the Annual Meeting held in 2005 and continuing for each Annual
Meeting held thereafter during the term of the Plan, immediately following
which such person remains a Nonemployee Director, an Option to purchase Ten
Thousand (10,000) shares of Stock (an “Annual Option”);
provided, however, that a Nonemployee Director granted an Initial Option on, or
within a period of six (6) months prior to, the date of an Annual Meeting shall
not be granted an Annual Option pursuant to this Section 7.1(b) with respect to
the same Annual Meeting.

(c) Right
to Decline Nonemployee Director Option. Notwithstanding the foregoing,
any person may elect not to receive a Nonemployee Director Option by delivering
written notice of such election to the Board no later than the day prior to the
date such Nonemployee Director Option would otherwise be granted. A person so
declining a Nonemployee Director Option shall receive no payment or other
consideration in lieu of such declined Nonemployee Director Option. A person
who has declined a Nonemployee Director Option may revoke such election by
delivering written notice of such revocation to the Board no

16

later than the day prior
to the date such Nonemployee Director Option would be granted pursuant to
Section 7.1(a)or (b), as the case may be.

7.2
Exercise Price. The exercise price per share of Stock subject to a
Nonemployee Director Option shall be the Fair Market Value of a share of Stock
on the date of grant of the Nonemployee Director Option.

7.3
Exercisability and Term of Nonemployee Director Options. Except as
otherwise provided in the Plan or in the Award Agreement evidencing a
Nonemployee Director Option and provided that the Participant’s Service
has not terminated prior to the relevant date, each Nonemployee Director Option
shall vest and become exercisable as set forth below and shall terminate and
cease to be exercisable on the tenth (10th) anniversary of the date of grant of
the Nonemployee Director Option, unless earlier terminated in accordance with
the terms of the Plan or the Award Agreement evidencing such Option.

(a)
Initial Options. Twenty-five percent (25%) of each Initial Option shall
vest and become exercisable on the date one (1) year after the date of the
Initial Option grant, and the remaining portion of the Initial Option shall
vest and become exercisable quarterly thereafter at the rate of 6.25% of the
Initial Option for each quarter, provided that the Participant’s Service
has not terminated prior to the relevant date.

(b)
Annual Options. Twenty-five percent (25%) of each Annual Option shall
vest and become exercisable on the date one (1) year after the date of the
Annual l Option grant, and the remaining portion of the Annual Option shall
vest and become exercisable quarterly thereafter at the rate of 6.25% of the
Annual Option for each quarter, provided that the Participant’s Service
has not terminated prior to the relevant date.

7.4
Effect of Termination of Service.

(a)
Option Exercisability. Subject to earlier termination of the
Nonemployee Director Option as otherwise provided herein, a Nonemployee
Director Option shall be exercisable after the Participant’s termination
of Service only during the applicable time period determined in accordance with
this Section and thereafter shall terminate:

(i)
Disability. If the Participant’s Service terminates because of the
Disability of the Participant, the Nonemployee Director Option, to the extent
unexercised and exercisable on the date on which the Participant’s
Service terminated, may be exercised by the Participant (or the
Participant’s guardian or legal representative) at any time prior to the
expiration of twelve (12) months after the date on which the
Participant’s Service terminated, but in any event no later than the
Option Expiration Date.

(ii)
Death. If the Participant’s Service terminates because of the death
of the Participant, the Nonemployee Director Option, to the extent unexercised
and exercisable on the date on which the Participant’s Service
terminated, may be exercised by the Participant’s legal representative or
other person who acquired the right to exercise the Nonemployee Director Option
by reason of the Participant’s death at any time prior to the expiration
of twelve (12) months after the date on which the Participant’s Service
terminated, but in any event no later than the Option Expiration Date. The
Participant’s Service shall be deemed

17

to have terminated on
account of death if the Participant dies within three (3) months after the
Participant’s termination of Service.

(iii) Other
Termination of Service. If the Participant’s Service terminates for
any reason, except Disability or death, the Nonemployee Director Option, to the
extent unexercised and exercisable by the Participant on the date on which the
Participant’s Service terminated, may be exercised by the Participant at
any time prior to the expiration of six (6) months after the date on which the
Participant’s Service terminated, but in any event no later than the
Option Expiration Date.

(b) Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, if the
exercise of a Nonemployee Director Option within the applicable time periods
set forth in Section 7.4(a) is prevented by the provisions of Section 15 below,
the Nonemployee Director Option shall remain exercisable until three (3) months
after the date the Participant is notified by the Company that the Nonemployee
Director Option is exercisable, but in any event no later than the Option Expiration
Date.

(c) Extension
if Participant Subject to Section16(b). Notwithstanding the foregoing,
if a sale within the applicable time periods set forth in Section 7.4(a) of
shares acquired upon the exercise of the Nonemployee Director Option would
subject the Participant to suit under Section 16(b) of the Exchange Act, the
Nonemployee Director Option shall remain exercisable until the earliest to
occur of (i) the tenth (10th) day following the date on which a sale of such
shares by the Participant would no longer be subject to such suit, (ii) the one
hundred and ninetieth (190th) day after the Participant’s termination of
Service, or (iii) the Option Expiration Date.

8. TERMSAND CONDITIONSOF STOCK APPRECIATION RIGHTS.

Stock
Appreciation Rights shall be evidenced by Award Agreements specifying the
number of shares of Stock subject to the Award, in such form as the Committee
shall from time to time establish. No SAR or purported SAR shall be a valid and
binding obligation of the Company unless evidenced by a fully executed Award
Agreement. Award Agreements evidencing SARs may incorporate all or any of the
terms of the Plan by reference and shall comply with and be subject to the
following terms and conditions:

8.1 Types
of SARs Authorized. SARs may be granted in tandem with all or any portion
of a related Option (a “Tandem SAR”) or may be
granted independently of any Option (a “Freestanding SAR”).
A Tandem SAR may be granted either concurrently with the grant of the related
Option or at any time thereafter prior to the complete exercise, termination,
expiration or cancellation of such related Option.

8.2 Exercise
Price. The exercise price for each SAR shall be established in the
discretion of the Committee; provided, however, that (a) the exercise price per
share subject to a Tandem SAR shall be the exercise price per share under the
related Option and (b) the exercise price per share subject to a Freestanding
SAR shall be not less than the Fair Market Value of a share of Stock on the
effective date of grant of the SAR.

18

8.3 Exercisability
and Term of SARs.

(a) Tandem
SARs. Tandem SARs shall be exercisable only at the time and to the extent,
and only to the extent, that the related Option is exercisable, subject to such
provisions as the Committee may specify where the Tandem SAR is granted with
respect to less than the full number of shares of Stock subject to the related
Option. The Committee may, in its discretion, provide in any Award Agreement
evidencing a Tandem SAR that such SAR may not be exercised without the advance
approval of the Company and, if such approval is not given, then the Option
shall nevertheless remain exercisable in accordance with its terms. A Tandem
SAR shall terminate and cease to be exercisable no later than the date on which
the related Option expires or is terminated or canceled. Upon the exercise of a
Tandem SAR with respect to some or all of the shares subject to such SAR, the
related Option shall be canceled automatically as to the number of shares with
respect to which the Tandem SAR was exercised. Upon the exercise of an Option
related to a Tandem SAR as to some or all of the shares subject to such Option,
the related Tandem SAR shall be canceled automatically as to the number of
shares with respect to which the related Option was exercised.

(b) Freestanding
SARs. Freestanding SARs shall be exercisable at such time or times, or
upon such event or events, and subject to such terms, conditions, performance
criteria and restrictions as shall be determined by the Committee and set forth
in the Award Agreement evidencing such SAR; provided, however, that no
Freestanding SAR shall be exercisable after the expiration of ten (10) years
after the effective date of grant of such SAR.

8.4 Exercise
of SARs. Upon the exercise (or deemed exercise pursuant to Section 8.5) of
an SAR, the Participant (or the Participant’s legal representative or
other person who acquired the right to exercise the SAR by reason of the
Participant’s death) shall be entitled to receive payment of an amount
for each share with respect to which the SAR is exercised equal to the excess,
if any, of the Fair Market Value of a share of Stock on the date of exercise of
the SAR over the exercise price. Payment of such amount shall be made in cash,
shares of Stock, or any combination thereof as determined by the Committee.
Unless otherwise provided in the Award Agreement evidencing such SAR, payment
shall be made in a lump sum as soon as practicable following the date of
exercise of the SAR. The Award Agreement evidencing any SAR may provide for
deferred payment in a lump sum or in installments. When payment is to be made
in shares of Stock, the number of shares to be issued shall be determined on
the basis of the Fair Market Value of a share of Stock on the date of exercise
of the SAR. For purposes of Section 8, an SAR shall be deemed exercised on the
date on which the Company receives notice of exercise from the Participant or
as otherwise provided in Section 8.5.

8.5 Deemed
Exercise of SARs. If, on the date on which an SAR would otherwise terminate
or expire, the SAR by its terms remains exercisable immediately prior to such
termination or expiration and, if so exercised, would result in a payment to
the holder of such SAR, then any portion of such SAR which has not previously
been exercised shall automatically be deemed to be exercised as of such date
with respect to such portion.

8.6 Effect
of Termination of Service. Subject to earlier termination of the SAR as
otherwise provided herein and unless otherwise provided by the Committee in the
grant of an SAR and set forth in the Award Agreement, an SAR shall be
exercisable after a

19

Participant’s
termination of Service only during the applicable time period determined in
accordance with Section 6.4 (treating the SAR as if it were an Option) and
thereafter shall terminate.

8.7 Nontransferability
of SARs. During the lifetime of the Participant, a SAR shall be exercisable
only by the Participant or the Participant’s guardian or legal
representative. Prior to the exercise of a SAR, the SAR shall not be subject in
any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution. Notwithstanding any of the foregoing, the Board may
permit further transferability of any SAR, on a general or specific basis, and
may impose conditions and limitations on any permitted transferability.

9. TERMSAND
CONDITIONSOF RESTRICTED STOCK AWARDS.

Restricted Stock Awards shall be evidenced by Award
Agreements specifying whether the Award is a Restricted Stock Bonus or a
Restricted Stock Purchase Right and the number of shares of Stock subject to
the Award, in such form as the Committee shall from time to time establish. No
Restricted Stock Award or purported Restricted Stock Award shall be a valid and
binding obligation of the Company unless evidenced by a fully executed Award
Agreement. Award Agreements evidencing Restricted Stock Awards may incorporate
all or any of the terms of the Plan by reference and shall comply with and be
subject to the following terms and conditions:

9.1 Types
of Restricted Stock Awards Authorized. Restricted Stock Awards may be in
the form of either a Restricted Stock Bonus or a Restricted Stock Purchase
Right. Restricted Stock Awards may be granted upon such conditions as the
Committee shall determine, including, without limitation, upon the attainment
of one or more Performance Goals described in Section 11.4. If either the grant
of a Restricted Stock Award or the lapsing of the Restriction Period is to be
contingent upon the attainment of one or more Performance Goals, the Committee
shall follow procedures substantially equivalent to those set forth in Sections
11.3 through 11.5(a).

9.2 Purchase
Price. The purchase price for shares of Stock issuable under each
Restricted Stock Purchase Right shall be established by the Committee in its
discretion. No monetary payment (other than applicable tax withholding) shall
be required as a condition of receiving shares of Stock pursuant to a Restricted
Stock Bonus, the consideration for which shall be services actually rendered to
a Participating Company or for its benefit. Notwithstanding the foregoing, the
Participant shall furnish consideration in the form of cash or past services
rendered to a Participating Company or for its benefit having a value not less
than the par value of the shares of Stock subject to such Restricted Stock
Award.

9.3 Purchase
Period. A Restricted Stock Purchase Right shall be exercisable within a
period established by the Committee, which shall in no event exceed thirty (30)
days from the effective date of the grant of the Restricted Stock Purchase
Right; provided, however, that no Restricted Stock Purchase Right granted to a
prospective Employee, prospective

20

Consultant or prospective
Director may become exercisable prior to the date on which such person
commences Service.

9.4 Payment
of Purchase Price. Except as otherwise provided below, payment of the
purchase price for the number of shares of Stock being purchased pursuant to
any Restricted Stock Purchase Right shall be made (a) in cash, by check, or in
cash equivalent, (b) by such other consideration as may be approved by the
Committee from time to time to the extent permitted by applicable law, or (iii)
by any combination thereof. The Committee may at any time or from time to time
grant Restricted Stock Purchase Rights which do not permit all of the foregoing
forms of consideration to be used in payment of the purchase price or which
otherwise restrict one or more forms of consideration. Restricted Stock Bonuses
shall be issued in consideration for past services actually rendered to a
Participating Company or for its benefit.

9.5 Vesting
and Restrictions on Transfer. Shares issued pursuant to any Restricted
Stock Award may or may not be made subject to Vesting Conditions based upon the
satisfaction of such Service requirements, conditions, restrictions or
performance criteria, including, without limitation, Performance Goals as
described in Section 11.4, as shall be established by the Committee and set
forth in the Award Agreement evidencing such Award. During any Restriction
Period in which shares acquired pursuant to a Restricted Stock Award remain
subject to Vesting Conditions, such shares may not be sold, exchanged,
transferred, pledged, assigned or otherwise disposed of other than pursuant to
an Ownership Change Event, as defined in Section 2.1(z), or as provided in
Section 9.8. Upon request by the Company, each Participant shall execute any
agreement evidencing such transfer restrictions prior to the receipt of shares
of Stock hereunder and shall promptly present to the Company any and all
certificates representing shares of Stock acquired hereunder for the placement
on such certificates of appropriate legends evidencing any such transfer
restrictions.

9.6 Voting
Rights; Dividends and Distributions. Except as provided in this Section,
Section 9.5 and any Award Agreement, during the Restriction Period applicable to
shares subject to a Restricted Stock Award, the Participant shall have all of
the rights of a stockholder of the Company holding shares of Stock, including
the right to vote such shares and to receive all dividends and other
distributions paid with respect to such shares. However, in the event of a
dividend or distribution paid in shares of Stock or any other adjustment made
upon a change in the capital structure of the Company as described in Section
4.4, any and all new, substituted or additional securities or other property
(other than normal cash dividends) to which the Participant is entitled by
reason of the Participant’s Restricted Stock Award shall be immediately
subject to the same Vesting Conditions as the shares subject to the Restricted
Stock Award with respect to which such dividends or distributions were paid or
adjustments were made.

9.7 Effect
of Termination of Service. Unless otherwise provided by the Committee in
the grant of a Restricted Stock Award and set forth in the Award Agreement, if
a Participant’s Service terminates for any reason, whether voluntary or
involuntary (including the Participant’s death or disability), then (a)
the Company shall have the option to repurchase for the purchase price paid by
the Participant any shares acquired by the Participant pursuant to a Restricted
Stock Purchase Right which remain subject to Vesting Conditions as of the date
of the Participant’s termination of Service and (b) the Participant shall
forfeit to the Company any

21

shares acquired by the
Participant pursuant to a Restricted Stock Bonus which remain subject to
Vesting Conditions as of the date of the Participant’s termination of
Service. The Company shall have the right to assign at any time any repurchase
right it may have, whether or not such right is then exercisable, to one or
more persons as may be selected by the Company.

9.8 Nontransferability
of Restricted Stock Award Rights. Prior to the issuance of shares of Stock
pursuant to a Restricted Stock Award, rights to acquire such shares shall not
be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance or garnishment by creditors of the Participant
or the Participant’s beneficiary, except transfer by will or the laws of
descent and distribution. All rights with respect to a Restricted Stock Award
granted to a Participant hereunder shall be exercisable during his or her
lifetime only by such Participant or the Participant’s guardian or legal
representative.

10. TERMSAND CONDITIONSOF RESTRICTED STOCK UNIT AWARDS.

Restricted
Stock Unit Awards shall be evidenced by Award Agreements specifying the number
of Restricted Stock Units subject to the Award, in such form as the Committee
shall from time to time establish. No Restricted Stock Unit Award or purported
Restricted Stock Unit Award shall be a valid and binding obligation of the
Company unless evidenced by a fully executed Award Agreement. Award Agreements
evidencing Restricted Stock Units may incorporate all or any of the terms of
the Plan by reference and shall comply with and be subject to the following
terms and conditions:

10.1
Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be
granted upon such conditions as the Committee shall determine, including,
without limitation, upon the attainment of one or more Performance Goals
described in Section 11.4. If either the grant of a Restricted Stock Unit Award
or the Vesting Conditions with respect to such Award is to be contingent upon
the attainment of one or more Performance Goals, the Committee shall follow
procedures substantially equivalent to those set forth in Sections 11.3 through
11.5(a).

10.2
Purchase Price. No monetary payment (other than applicable tax withholding,
if any) shall be required as a condition of receiving a Restricted Stock Unit
Award, the consideration for which shall be services actually rendered to a
Participating Company or for its benefit.

10.3
Vesting. Restricted Stock Units may or may not be made subject to Vesting
Conditions based upon the satisfaction of such Service requirements,
conditions, restrictions or performance criteria, including, without
limitation, Performance Goals as described in Section 11.4, as shall be
established by the Committee and set forth in the Award Agreement evidencing
such Award.

10.4
Voting Rights, Dividend Equivalent Rights and Distributions. Participants
shall have no voting rights with respect to shares of Stock represented by
Restricted Stock Units until the date of the issuance of such shares (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). However,

22

the Committee, in its discretion,
may provide in the Award Agreement evidencing any Restricted Stock Unit Award
that the Participant shall be entitled to receive Dividend Equivalents with
respect to the payment of cash dividends on Stock having a record date prior to
date on which Restricted Stock Units held by such Participant are settled. Such
Dividend Equivalents, if any, shall be paid by crediting the Participant with
additional whole Restricted Stock Units as of the date of payment of such cash
dividends on Stock. The number of additional Restricted Stock Units (rounded to
the nearest whole number) to be so credited shall be determined by dividing (a)
the amount of cash dividends paid on such date with respect to the number of
shares of Stock represented by the Restricted Stock Units previously credited
to the Participant by (b) the Fair Market Value per share of Stock on such
date. Such additional Restricted Stock Units shall be subject to the same terms
and conditions and shall be settled in the same manner and at the same time (or
as soon thereafter as practicable) as the Restricted Stock Units originally
subject to the Restricted Stock Unit Award. In the event of a dividend or
distribution paid in shares of Stock or any other adjustment made upon a change
in the capital structure of the Company as described in Section 4.4,
appropriate adjustments shall be made in the Participant’s Restricted
Stock Unit Award so that it represents the right to receive upon settlement any
and all new, substituted or additional securities or other property (other than
normal cash dividends) to which the Participant would entitled by reason of the
shares of Stock issuable upon settlement of the Award, and all such new,
substituted or additional securities or other property shall be immediately subject
to the same Vesting Conditions as are applicable to the Award.

10.5
Effect of Termination of Service. Unless otherwise provided by the
Committee in the grant of a Restricted Stock Unit Award and set forth in the
Award Agreement, if a Participant’s Service terminates for any reason,
whether voluntary or involuntary (including the Participant’s death or
disability), then the Participant shall forfeit to the Company any Restricted
Stock Units pursuant to the Award which remain subject to Vesting Conditions as
of the date of the Participant’s termination of Service.

10.6
Settlement of Restricted Stock Unit Awards. The Company shall issue to a
Participant on the date on which Restricted Stock Units subject to the
Participant’s Restricted Stock Unit Award vest or on such other date
determined by the Committee, in its discretion, and set forth in the Award
Agreement one (1) share of Stock (and/or any other new, substituted or
additional securities or other property pursuant to an adjustment described in Section
10.4) for each Restricted Stock Unit then becoming vested or otherwise to be
settled on such date, subject to the withholding of applicable taxes.
Notwithstanding the foregoing, if permitted by the Committee and set forth in
the Award Agreement, the Participant may elect in accordance with terms
specified in the Award Agreement to defer receipt of all or any portion of the
shares of Stock or other property otherwise issuable to the Participant
pursuant to this Section.

10.7
Nontransferability of Restricted Stock Unit Awards. Prior to the issuance
of shares of Stock in settlement of a Restricted Stock Unit Award, the Award
shall not be subject in any manner to anticipation, alienation, sale, exchange,
transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary,except transfer by will or
by the laws of descent and distribution. All rights with respect to a
Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable
during his or her lifetime only by such Participant or the Participant’s
guardian or legal representative.

23

11 TERMSAND
CONDITIONSOF PERFORMANCE AWARDS.

Performance
Awards shall be evidenced by Award Agreements in such form as the Committee shall
from time to time establish. No Performance Award or purported Performance
Award shall be a valid and binding obligation of the Company unless evidenced
by a fully executed Award Agreement. Award Agreements evidencing Performance
Awards may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the following terms and conditions:

11.1
Types of Performance Awards Authorized. Performance Awards may be in the
form of either Performance Shares or Performance Units. Each Award Agreement
evidencing a Performance Award shall specify the number of Performance Shares
or Performance Units subject thereto, the Performance Award Formula, the
Performance Goal(s) and Performance Period applicable to the Award, and the other
terms, conditions and restrictions of the Award.

11.2
Initial Value of Performance Shares and Performance Units. Unless otherwise
provided by the Committee in granting a Performance Award, each Performance
Share shall have an initial value equal to the Fair Market Value of one (1)
share of Stock, subject to adjustment as provided in Section 4.4, on the
effective date of grant of the Performance Share, and each Performance Unit
shall have an initial value of one hundred dollars ($100). The final value
payable to the Participant in settlement of a Performance Award determined on
the basis of the applicable Performance Award Formula will depend on the extent
to which Performance Goals established by the Committee are attained within the
applicable Performance Period established by the Committee.

11.3
Establishment of Performance Period, Performance Goals and Performance Award
Formula. In granting each Performance Award, the Committee shall establish
in writing the applicable Performance Period, Performance Award Formula and one
or more Performance Goals which, when measured at the end of the Performance
Period, shall determine on the basis of the Performance Award Formula the final
value of the Performance Award to be paid to the Participant. Unless otherwise
permitted in compliance with the requirements under Section 162(m) with respect
to “performance-based compensation,” the Committee shall establish
the Performance Goal(s) and Performance Award Formula applicable to each
Performance Award no later than the earlier of (a) the date ninety (90) days
after the commencement of the applicable Performance Period or (b) the date on
which 25% of the Performance Period has elapsed, and, in any event, at a time
when the outcome of the Performance Goals remains substantially uncertain. Once
established, the Performance Goals and Performance Award Formula shall not be
changed during the Performance Period. The Company shall notify each
Participant granted a Performance Award of the terms of such Award, including
the Performance Period, Performance Goal(s) and Performance Award Formula.

11.4
Measurement of Performance Goals. Performance Goals shall be established by
the Committee on the basis of targets to be attained (“Performance
Targets”) with respect to one or more measures of business or
financial performance (each, a “Performance Measure”),
subject to the following:

24

(a) Performance
Measures. Performance Measures shall have the same meanings as used in
the Company’s financial statements, or, if such terms are not used in the
Company’s financial statements, they shall have the meaning applied
pursuant to generally accepted accounting principles, or as used generally in
the Company’s industry. Performance Measures shall be calculated with
respect to the Company and each Subsidiary Corporation consolidated therewith
for financial reporting purposes or such division or other business unit as may
be selected by the Committee. For purposes of the Plan, the Performance
Measures applicable to a Performance Award shall be calculated in accordance
with generally accepted accounting principles, but prior to the accrual or
payment of any Performance Award for the same Performance Period and excluding
the effect (whether positive or negative) of any change in accounting standards
or any extraordinary, unusual or nonrecurring item, as determined by the
Committee, occurring after the establishment of the Performance Goals
applicable to the Performance Award. Each such adjustment, if any, shall be
made solely for the purpose of providing a consistent basis from period to
period for the calculation of Performance Measures in order to prevent the
dilution or enlargement of the Participant’s rights with respect to a
Performance Award. Performance Measures may be one or more of the following, as
determined by the Committee:

(i)
sales revenue;

(ii)
gross margin;

(iii)
operating margin;

(iv)
operating income;

(v)
pre-tax profit;

(vi)
earnings before interest, taxes and depreciation, and amortization;

(vii)
net income;

(viii)
expenses;

(ix)
the market price of the Stock;

(x)
earnings per share;

(xi)
return on stockholder equity;

(xii)
return on capital;

(xiii)
return on net assets;

(xiv)
economic value added;

(xv)
number of customers; and

(xvi)
market share.

(b) Performance
Targets. Performance Targets may include a minimum, maximum, target
level and intermediate levels of performance, with the final value of a
Performance Award determined under the applicable Performance Award Formula by
the level attained during the applicable Performance Period. A Performance
Target may be stated as an absolute value or as a value determined relative to
a standard selected by the Committee.

11.5 Settlement
of Performance Awards.

(a) Determination
of Final Value. As soon as practicable following the completion of the
Performance Period applicable to a Performance Award, the Committee shall
certify in writing the extent to which the applicable Performance Goals have
been attained

25

and the resulting final
value of the Award earned by the Participant and to be paid upon its settlement
in accordance with the applicable Performance Award Formula.

(b) Discretionary
Adjustment of Award Formula. In its discretion, the Committee may,
either at the time it grants a Performance Award or at any time thereafter,
provide for the positive or negative adjustment of the Performance Award
Formula applicable to a Performance Award granted to any Participant who is not
a “covered employee” within the meaning of Section 162(m) (a
“Covered Employee”) to reflect such
Participant’s individual performance in his or her position with the
Company or such other factors as the Committee may determine. If permitted
under a Covered Employee’s Award Agreement, the Committee shall have the discretion,
on the basis of such criteria as may be established by the Committee, to reduce
some or all of the value of the Performance Award that would otherwise be paid
to the Covered Employee upon its settlement notwithstanding the attainment of
any Performance Goal and the resulting value of the Performance Award
determined in accordance with the Performance Award Formula. No such reduction
may result in an increase in the amount payable upon settlement of another
Participant’s Performance Award.

(c) Effect
of Leaves of Absence. Unless otherwise required by law, payment of the
final value, if any, of a Performance Award held by a Participant who has taken
in excess of thirty (30) days in leaves of absence during a Performance Period
shall be prorated on the basis of the number of days of the Participant’s
Service during the Performance Period during which the Participant was not on a
leave of absence.

(d) Notice
to Participants. As soon as practicable following the Committee’s
determination and certification in accordance with Sections 11.5(a) and (b),
the Company shall notify each Participant of the determination of the
Committee.

(e) Payment
in Settlement of Performance Awards. As soon as practicable following
the Committee’s determination and certification in accordance with
Sections 11.5(a) and (b), payment shall be made to each eligible Participant
(or such Participant’s legal representative or other person who acquired
the right to receive such payment by reason of the Participant’s death)
of the final value of the Participant’s Performance Award. Payment of
such amount shall be made in cash, shares of Stock, or a combination thereof as
determined by the Committee. Unless otherwise provided in the Award Agreement
evidencing a Performance Award, payment shall be made in a lump sum. An Award
Agreement may provide for deferred payment in a lump sum or in installments. If
any payment is to be made on a deferred basis, the Committee may, but shall not
be obligated to, provide for the payment during the deferral period of Dividend
Equivalents or interest.

(f) Provisions
Applicable to Payment in Shares. If payment is to be made in shares of
Stock, the number of such shares shall be determined by dividing the final
value of the Performance Award by the value of a share of Stock determined by
the method specified in the Award Agreement. Such methods may include, without
limitation, the closing market price on a specified date (such as the
settlement date) or an average of market prices over a series of trading days.
Shares of Stock issued in payment of any Performance Award may be fully vested
and freely transferable shares or may be shares of Stock subject to Vesting
Conditions as provided in Section 9.5. Any shares subject to Vesting Conditions
shall be

26

evidenced by an
appropriate Award Agreement and shall be subject to the provisions of Sections
9.5 through 9.8 above.

11.6 Voting
Rights; Dividend Equivalent Rights and Distributions. Participants shall
have no voting rights with respect to shares of Stock represented by
Performance Share Awards until the date of the issuance of such shares, if any
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). However, the Committee, in its
discretion, may provide in the Award Agreement evidencing any Performance Share
Award that the Participant shall be entitled to receive Dividend Equivalents
with respect to the payment of cash dividends on Stock having a record date
prior to the date on which the Performance Shares are settled or forfeited.
Such Dividend Equivalents, if any, shall be credited to the Participant in the
form of additional whole Performance Shares as of the date of payment of such
cash dividends on Stock. The number of additional Performance Shares (rounded
to the nearest whole number) to be so credited shall be determined by dividing
(a) the amount of cash dividends paid on such date with respect to the number of
shares of Stock represented by the Performance Shares previously credited to
the Participant by (b) the Fair Market Value per share of Stock on such date.
Dividend Equivalents may be paid currently or may be accumulated and paid to
the extent that Performance Shares become nonforfeitable, as determined by the
Committee. Settlement of Dividend Equivalents may be made in cash, shares of
Stock, or a combination thereof as determined by the Committee, and may be paid
on the same basis as settlement of the related Performance Share as provided in
Section 11.5. Dividend Equivalents shall not be paid with respect to
Performance Units. In the event of a dividend or distribution paid in shares of
Stock or any other adjustment made upon a change in the capital structure of
the Company as described in Section 4.4, appropriate adjustments shall be made
in the Participant’s Performance Share Award so that it represents the
right to receive upon settlement any and all new, substituted or additional
securities or other property (other than normal cash dividends) to which the
Participant would entitled by reason of the shares of Stock issuable upon
settlement of the Performance Share Award, and all such new, substituted or
additional securities or other property shall be immediately subject to the
same Performance Goals as are applicable to the Award.

11.7 Effect
of Termination of Service. Unless otherwise provided by the Committee in
the grant of a Performance Award and set forth in the Award Agreement, the
effect of a Participant’s termination of Service on the Performance Award
shall be as follows:

(a) Death
or Disability. If the Participant’s Service terminates because of
the death or Disability of the Participant before the completion of the
Performance Period applicable to the Performance Award, the final value of the
Participant’s Performance Award shall be determined by the extent to
which the applicable Performance Goals have been attained with respect to the
entire Performance Period and shall be prorated based on the number of months
of the Participant’s Service during the Performance Period. Payment shall
be made following the end of the Performance Period in any manner permitted by
Section 11.5.

(b) Other
Termination of Service. If the Participant’s Service terminates
for any reason except death or Disability before the completion of the
Performance Period applicable to the Performance Award, such Award shall be
forfeited in its entirety; provided, however, that in the event of an
involuntary termination of the Participant’s Service,

27

the Committee, in its
sole discretion, may waive the automatic forfeiture of all or any portion of
any such Award.

11.8 Nontransferability
of Performance Awards. Prior to settlement in accordance with the
provisions of the Plan, no Performance Award shall be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and
distribution. All rights with respect to a Performance Award granted to a
Participant hereunder shall be exercisable during his or her lifetime only by
such Participant or the Participant’s guardian or legal representative.

12. DEFERRED COMPENSATION AWARDS.

12.1 Establishment
of Deferred Compensation Award Programs. This Section 12 shall not be
effective unless and until the Committee determines to establish a program
pursuant to this Section. The Committee, in its discretion and upon such terms
and conditions as it may determine, may establish one or more programs pursuant
to the Plan under which:

(a)
Participants designated by the Committee who are Insiders or otherwise among a
select group of highly compensated Employees may irrevocably elect, prior to a
date specified by the Committee, to reduce such Participant’s
compensation otherwise payable in cash (subject to any minimum or maximum
reductions imposed by the Committee) and to be granted automatically at such
time or times as specified by the Committee one or more Awards of Stock Units
with respect to such numbers of shares of Stock as determined in accordance
with the rules of the program established by the Committee and having such
other terms and conditions as established by the Committee.

(b)
Participants designated by the Committee who are Insiders or otherwise among a
select group of highly compensated Employees may irrevocably elect, prior to a
date specified by the Committee, to be granted automatically an Award of Stock
Units with respect to such number of shares of Stock and upon such other terms
and conditions as established by the Committee in lieu of:

(i)
shares of Stock otherwise issuable to such Participant upon the exercise of an
Option;

(ii)
cash or shares of Stock otherwise issuable to such Participant upon the
exercise of an SAR; or

(iii)
cash or shares of Stock otherwise issuable to such Participant upon the
settlement of a Performance Award.

12.2 Terms
and Conditions of Deferred Compensation Awards. Deferred Compensation
Awards granted pursuant to this Section 12 shall be evidenced by Award
Agreements in such form as the Committee shall from time to time establish. No
such Deferred Compensation Award or purported Deferred Compensation Award shall
be a valid and binding obligation of the Company unless evidenced by a fully
executed Award Agreement. Award

28

Agreements evidencing
Deferred Compensation Awards may incorporate all or any of the terms of the
Plan by reference and shall comply with and be subject to the following terms
and conditions:

(i) Voting
Rights; Dividend Equivalent Rights and Distributions. Participants shall
have no voting rights with respect to shares of Stock represented by Stock
Units until the date of the issuance of such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). However, a Participant shall be entitled to receive
Dividend Equivalents with respect to the payment of cash dividends on Stock
having a record date prior to date on which Stock Units held by such
Participant are settled. Such Dividend Equivalents shall be paid by crediting
the Participant with additional whole and/or fractional Stock Units as of the
date of payment of such cash dividends on Stock. The method of determining the number
of additional Stock Units to be so credited shall be specified by the Committee
and set forth in the Award Agreement. Such additional Stock Units shall be
subject to the same terms and conditions and shall be settled in the same
manner and at the same time (or as soon thereafter as practicable) as the Stock
Units originally subject to the Stock Unit Award. In the event of a dividend or
distribution paid in shares of Stock or any other adjustment made upon a change
in the capital structure of the Company as described in Section 4.4,
appropriate adjustments shall be made in the Participant’s Stock Unit
Award so that it represent the right to receive upon settlement any and all
new, substituted or additional securities or other property (other than normal
cash dividends) to which the Participant would entitled by reason of the shares
of Stock issuable upon settlement of the Award.

(ii) Settlement
of Stock Unit Awards. A Participant electing to receive an Award of Stock
Units pursuant to this Section 12, shall specify at the time of such election a
settlement date with respect to such Award. The Company shall issue to the
Participant as soon as practicable following the earlier of the settlement date
elected by the Participant or the date of termination of the
Participant’s Service, a number of whole shares of Stock equal to the
number of whole Stock Units subject to the Stock Unit Award. Such shares of
Stock shall be fully vested, and the Participant shall not be required to pay
any additional consideration (other than applicable tax withholding) to acquire
such shares. Any fractional Stock Unit subject to the Stock Unit Award shall be
settled by the Company by payment in cash of an amount equal to the Fair Market
Value as of the payment date of such fractional share.

(iii) Nontransferability
of Stock Unit Awards. Prior to their settlement in accordance with the
provision of the Plan, no Stock Unit Award shall be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution. All rights with respect to a Stock Unit Award granted
to a Participant hereunder shall be exercisable during his or her lifetime only
by such Participant or the Participant’s guardian or legal
representative.

29

13. STANDARD FORMSOF AWARD AGREEMENT.

13.1 Award
Agreements. Each Award shall comply with and be subject to the terms and
conditions set forth in the appropriate form of Award Agreement approved by the
Committee and as amended from time to time. Any Award Agreement may consist of
an appropriate form of Notice of Grant and a form of Agreement incorporated
therein by reference, or such other form or forms as the Committee may approve
from time to time.

13.2 Authority
to Vary Terms. The Committee shall have the authority from time to time to
vary the terms of any standard form of Award Agreement either in connection
with the grant or amendment of an individual Award or in connection with the
authorization of a new standard form or forms; provided, however, that the
terms and conditions of any such new, revised or amended standard form or forms
of Award Agreement are not inconsistent with the terms of the Plan.

14. CHANGEIN CONTROL.

14.1 Effect
of Change in Control on Options and SARs.

(a) Accelerated
Vesting. Notwithstanding any other provision of the Plan to the
contrary except as provided in this Section 14.1(a), the Committee, in its sole
discretion, may provide in any Award Agreement or, in the event of a Change in
Control, may take such actions as it deems appropriate to provide for the
acceleration of the exercisability and vesting in connection with such Change
in Control of any or all outstanding Options and SARs and shares acquired upon
the exercise of such Options and SARs upon such conditions and to such extent
as the Committee shall determine. Any unexercisable or unvested portion of each
outstanding Nonemployee Director Option and any shares acquired upon the
exercise thereof shall be immediately exercisable and vested in full as of the
date ten (10) days prior to the date of the Change in Control but conditioned
upon the consummation of the Change in Control.

(b) Assumption
or Substitution. In the event of a Change in Control, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may
be (the “Acquiror”), may, without the consent of any
Participant, either assume the Company’s rights and obligations under
outstanding Options and SARs or substitute for outstanding Options and SARs
substantially equivalent options and SARs (as the case may be) for the
Acquiror’s stock. Any Options or SARs which are not assumed by the
Acquiror in connection with the Change in Control nor exercised as of the time
of consummation of the Change in Control shall terminate and cease to be
outstanding effective as of the time of consummation of the Change in Control.

(c) Cash-Out
of Options. The Committee may, in its sole discretion and without the
consent of any Participant, determine that, upon the occurrence of a Change in
Control, each or any Option or SAR outstanding immediately prior to the Change
in Control shall be canceled in exchange for a payment with respect to each
vested share of Stock subject to such canceled Option or SAR in (i) cash, (ii)
stock of the Company or of a corporation or other business entity a party to
the Change in Control, or (iii) other property which, in any such case, shall
be in an amount having a Fair Market Value equal to the excess of the Fair
Market Value of

30

the consideration to be
paid per share of Stock in the Change in Control over the exercise price per
share under such Option or SAR (the “Spread”). In the
event such determination is made by the Committee, the Spread (reduced by
applicable withholding taxes, if any) shall be paid to Participants in respect
of their canceled Options and SARs as soon as practicable following the date of
the Change in Control.

14.2 Effect
of Change in Control on Restricted Stock Awards. The Committee may, in its
discretion, provide in any Award Agreement evidencing a Restricted Stock Award
that, in the event of a Change in Control, the lapsing of the Restriction
Period applicable to the shares subject to the Restricted Stock Award held by a
Participant whose Service has not terminated prior to the Change in Control
shall be accelerated effective immediately prior to the consummation of the
Change in Control to such extent as specified in such Award Agreement. Any
acceleration of the lapsing of the Restriction Period that was permissible
solely by reason of this Section 14.2 and the provisions of such Award
Agreement shall be conditioned upon the consummation of the Change in Control.

14.3 Effect
of Change in Control on Performance Awards. The Committee may, in its
discretion, provide in any Award Agreement evidencing a Performance Award that,
in the event of a Change in Control, the Performance Award held by a
Participant whose Service has not terminated prior to the Change in Control or whose
Service terminated by reason of the Participant’s death or Disability
shall become payable effective as of the date of the Change in Control to such
extent as specified in such Award Agreement.

14.4 Effect
of Change in Control on Restricted Stock Unit Awards. The Committee may, in
its discretion, provide in any Award Agreement evidencing a Restricted Stock
Unit Award that, in the event of a Change in Control, the Restricted Stock Unit
Award held by a Participant whose Service has not terminated prior to such date
shall be settled effective as of the date of the Change in Control to such
extent as specified in such Award Agreement.

14.5 Effect
of Change in Control on Deferred Compensation Awards. The Committee may, in
its discretion, provide in any Award Agreement evidencing a Deferred
Compensation Award that, in the event of a Change in Control, the Stock Units
pursuant to such Award shall be settled effective as of the date of the Change
in Control to such extent as specified in such Award Agreement.

15. COMPLIANCEWITH SECURITIES LAW.

The grant of Awards and the issuance of shares of
Stock pursuant to any Award shall be subject to compliance with all applicable
requirements of federal, state and foreign law with respect to such securities
and the requirements of any stock exchange or market system upon which the
Stock may then be listed. In addition, no Award may be exercised or shares
issued pursuant to an Award unless (a) a registration statement under the
Securities Act shall at the time of such exercise or issuance be in effect with
respect to the shares issuable pursuant to the Award or (b) in the opinion of
legal counsel to the Company, the shares issuable pursuant to the Award may be
issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act. The inability of the Company
to obtain from any

31

regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel
to be necessary to the lawful issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.
As a condition to issuance of any Stock, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.

16. TAX
WITHHOLDING.

16.1 Tax
Withholding in General. The Company shall have the right to deduct from any
and all payments made under the Plan, or to require the Participant, through
payroll withholding, cash payment or otherwise, including by means of a
Cashless Exercise of an Option, to make adequate provision for, the federal,
state, local and foreign taxes, if any, required by law to be withheld by the
Participating Company Group with respect to an Award or the shares acquired
pursuant thereto. The Company shall have no obligation to deliver shares of
Stock, to release shares of Stock from an escrow established pursuant to an
Award Agreement, or to make any payment in cash under the Plan until the
Participating Company Group’s tax withholding obligations have been
satisfied by the Participant.

16.2 Withholding
in Shares. The Company shall have the right, but not the obligation, to
deduct from the shares of Stock issuable to a Participant upon the exercise or
settlement of an Award, or to accept from the Participant the tender of, a
number of whole shares of Stock having a Fair Market Value, as determined by
the Company, equal to all or any part of the tax withholding obligations of the
Participating Company Group. The Fair Market Value of any shares of Stock
withheld or tendered to satisfy any such tax withholding obligations shall not
exceed the amount determined by the applicable minimum statutory withholding
rates.

17. AMENDMENTOR TERMINATIONOF PLAN.

The Committee may amend, suspend or terminate the Plan
at any time. However, without the approval of the Company’s stockholders,
there shall be (a) no increase in the maximum aggregate number of shares of
Stock that may be issued under the Plan (except by operation of the provisions
of Section 4.4), (b) no change in the class of persons eligible to receive
Incentive Stock Options, (c) no Option and/or SAR repricing as described in
Section 3.6, and (d) no other amendment of the Plan that would require approval
of the Company’s stockholders under any applicable law, regulation or
rule. No amendment, suspension or termination of the Plan shall affect any then
outstanding Award unless expressly provided by the Committee. In any event, no
amendment, suspension or termination of the Plan may adversely affect any then
outstanding Award without the consent of the Participant unless necessary to
comply with any applicable law, regulation or rule.

18. MISCELLANEOUS PROVISIONS.

18.1 Repurchase
Rights. Shares issued under the Plan may be subject to one or more
repurchase options, or other conditions and restrictions as determined by the
Committee in its discretion at the time the Award is granted. The Company shall
have the right to assign at

32

any time any repurchase
right it may have, whether or not such right is then exercisable, to one or
more persons as may be selected by the Company. Upon request by the Company,
each Participant shall execute any agreement evidencing such transfer restrictions
prior to the receipt of shares of Stock hereunder and shall promptly present to
the Company any and all certificates representing shares of Stock acquired
hereunder for the placement on such certificates of appropriate legends
evidencing any such transfer restrictions.

18.2 Provision
of Information. Each Participant shall be given access to information
concerning the Company equivalent to that information generally made available
to the Company’s common stockholders.

18.3 Rights
as Employee, Consultant or Director. No person, even though eligible
pursuant to Section 5, shall have a right to be selected as a Participant, or,
having been so selected, to be selected again as a Participant. Nothing in the
Plan or any Award granted under the Plan shall confer on any Participant a
right to remain an Employee, Consultant or Director or interfere with or limit
in any way any right of a Participating Company to terminate the
Participant’s Service at any time. To the extent that an Employee of a
Participating Company other than the Company receives an Award under the Plan,
that Award shall in no event be understood or interpreted to mean that the
Company is the Employee’s employer or that the Employee has an employment
relationship with the Company.

18.4 Rights
as a Stockholder. A Participant shall have no rights as a stockholder with
respect to any shares covered by an Award until the date of the issuance of
such shares (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company). No adjustment shall be
made for dividends, distributions or other rights for which the record date is
prior to the date such shares are issued, except as provided in Section 4.4 or
another provision of the Plan.

18.5 Fractional
Shares. The Company shall not be required to issue fractional shares upon
the exercise or settlement of any Award.

18.6 Severability.
If any one or more of the provisions (or any part thereof) of this Plan shall
be held invalid, illegal or unenforceable in any respect, such provision shall
be modified so as to make it valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions (or any part thereof)
of the Plan shall not in any way be affected or impaired thereby.

18.7 Beneficiary
Designation. Subject to local laws and procedures, each Participant may
file with the Company a written designation of a beneficiary who is to receive
any benefit under the Plan to which the Participant is entitled in the event of
such Participant’s death before he or she receives any or all of such
benefit. Each designation will revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Company during
the Participant’s lifetime. If a married Participant designates a
beneficiary other than the Participant’s spouse, the effectiveness of
such designation may be subject to the consent of the Participant’s
spouse. If a Participant dies without an effective designation of a beneficiary
who is living at the time of the

33

Participant’s
death, the Company will pay any remaining unpaid benefits to the
Participant’s legal representative.

18.8 Unfunded
Obligation. Participants shall have the status of general unsecured
creditors of the Company. Any amounts payable to Participants pursuant to the Plan
shall be unfunded and unsecured obligations for all purposes, including,
without limitation, Title I of the Employee Retirement Income Security Act of
1974. No Participating Company shall be required to segregate any monies from
its general funds, or to create any trusts, or establish any special accounts
with respect to such obligations. The Company shall retain at all times
beneficial ownership of any investments, including trust investments, which the
Company may make to fulfill its payment obligations hereunder. Any investments
or the creation or maintenance of any trust or any Participant account shall
not create or constitute a trust or fiduciary relationship between the
Committee or any Participating Company and a Participant, or otherwise create
any vested or beneficial interest in any Participant or the Participant’s
creditors in any assets of any Participating Company. The Participants shall
have no claim against any Participating Company for any changes in the value of
any assets which may be invested or reinvested by the Company with respect to
the Plan.

18.9 Choice
of Law. Except to the extent governed by applicable federal law, the
validity, interpretation, construction and performance of the Plan and each
Award Agreement shall be governed by the laws of the State of California,
without regard to its conflict of law rules.

34

COGENT, INC.

STOCK OPTION AGREEMENT

(Standard Agreement)

Cogent, Inc. has granted to the individual (the “Optionee”)
named in the Notice of Grant of Stock Option (the “Notice”)
to which this Stock Option Agreement (the “Option Agreement”)
is attached an option (the “Option”) to purchase
certain shares of Stock upon the terms and conditions set forth in the Notice
and this Option Agreement. The Option has been granted pursuant to and shall in
all respects be subject to the terms and conditions of the Cogent, Inc. 2004
Equity Incentive Plan (the “Plan”), as amended to the
Date of Option Grant, the provisions of which are incorporated herein by
reference. By signing the Notice, the Optionee: (a) represents that the
Optionee has read and is familiar with the terms and conditions of the Notice,
the Plan and this Option Agreement, including the Effect of Termination of
Service set forth in Section 7, (b) accepts the Option subject to all of the
terms and conditions of the Notice, the Plan and this Option Agreement, (c)
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under the Notice, the
Plan or this Option Agreement, and (d) acknowledges receipt of a copy of the
Notice, the Plan and this Option Agreement.

1.

DEFINITIONS AND
CONSTRUCTION.

1.1 Definitions. Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to
such terms in the Notice or the Plan.

1.2 Construction.
Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Option Agreement.
Except when otherwise indicated by the context, the singular shall include the
plural and the plural shall include the singular. Use of the term
“or” is not intended to be exclusive, unless the context clearly
requires otherwise.

2.

TAX CONSEQUENCES.

2.1 Tax Status of Option.
This Option is intended to have the tax status designated in the Notice.

(a) Incentive Stock Option.
If the Notice so designates, this Option is intended to be an Incentive Stock
Option within the meaning of Section 422(b) of the Code, but the Company does
not represent or warrant that this Option qualifies as such. The Optionee
should consult with the Optionee’s own tax advisor regarding the tax
effects of this Option and the requirements necessary to obtain favorable
income tax treatment under Section 422 of the Code, including, but not limited
to, holding period requirements. (NOTE TO OPTIONEE: If the Option is exercised
more than three (3) months after the date on which you cease to be an Employee
(other than by reason of your death or permanent and total disability as
defined in Section 22(e)(3) of the Code), the Option will be treated as a
Nonstatutory Stock Option and not as an Incentive Stock Option to the extent
required by Section 422 of the Code.)

1

(b) Nonstatutory Stock
Option. If the Notice so designates, this Option is intended to be a
Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option
within the meaning of Section 422(b) of the Code.

2.2 ISO Fair Market Value
Limitation.If the Notice designates this Option as an Incentive Stock
Option, then to the extent that the Option (together with all Incentive
Stock Options granted to the Optionee under all stock option plans of the
Participating Company Group, including the Plan) becomes exercisable for the
first time during any calendar year for shares having a Fair Market Value
greater than One Hundred Thousand Dollars ($100,000), the portion of such
options which exceeds such amount will be treated as Nonstatutory Stock
Options. For purposes of this Section 2.2, options designated as Incentive
Stock Options are taken into account in the order in which they were granted,
and the Fair Market Value of stock is determined as of the time the option with
respect to such stock is granted. If the Code is amended to provide for a
different limitation from that set forth in this Section 2.2, such different
limitation shall be deemed incorporated herein effective as of the date
required or permitted by such amendment to the Code. If the Option is treated
as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part
by reason of the limitation set forth in this Section 2.2, the Optionee may
designate which portion of such Option the Optionee is exercising. In the
absence of such designation, the Optionee shall be deemed to have exercised the
Incentive Stock Option portion of the Option first. Separate certificates
representing each such portion shall be issued upon the exercise of the Option.
(NOTE TO OPTIONEE: If the aggregate Exercise Price of the Option (that is, the
Exercise Price multiplied by the Number of Option Shares) plus the aggregate
exercise price of any other Incentive Stock Options you hold (whether granted
pursuant to the Plan or any other stock option plan of the Participating
Company Group) is greater than $100,000, you should contact the Chief Financial
Officer of the Company to ascertain whether the entire Option qualifies as an
Incentive Stock Option.)

3.

ADMINISTRATION.

All questions of interpretation concerning this Option
Agreement shall be determined by the Board. All determinations by the Board
shall be final and binding upon all persons having an interest in the Option.
Any officer of a Participating Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or
election which is the responsibility of or which is allocated to the Company
herein, provided the officer has apparent authority with respect to such
matter, right, obligation, or election.

4.

EXERCISE OF THE
OPTION.

4.1 Right to Exercise. Except
as otherwise provided herein, the Option shall be exercisable on and after the
Date of Option Grant (or if later, the Optionee’s Service commencement
date) and prior to the termination of the Option (as provided in Section 6) in
an amount not to exceed the number of Vested Shares less the number of shares
previously acquired upon exercise of the Option.

4.2 Method of Exercise.
Exercise of the Option shall be by written notice to the Company which must
state the election to exercise the Option, the number of whole shares of Stock
for which the Option is being exercised and such other representations and
agreements as

2

to
the Optionee’s investment intent with respect to such shares as may be
required pursuant to the provisions of this Option Agreement. The written
notice must be signed by the Optionee and must be delivered in person, by
certified or registered mail, return receipt requested, by confirmed facsimile
transmission, or by such other means as the Company may permit, to the Chief Financial
Officer of the Company, or other authorized representative of the Participating
Company Group, prior to the termination of the Option as set forth in Section
6, accompanied by full payment of the aggregate Exercise Price for the number
of shares of Stock being purchased. The Option shall be deemed to be exercised
upon receipt by the Company of such written notice and the aggregate Exercise
Price.

4.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized.
Except as otherwise provided below, payment of the aggregate Exercise Price for
the number of shares of Stock for which the Option is being exercised shall be
made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company,
or attestation to the ownership, of whole shares of Stock owned by the Optionee
having a Fair Market Value (as determined by the Company without regard to any
restrictions on transferability applicable to such stock by reason of federal
or state securities laws or agreements with an underwriter for the Company) not
less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise,
as defined in Section 4.3(b), or (iv) by any combination of the foregoing.

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the
foregoing, the Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock to the extent such tender or
attestation would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company’s
stock. The Option may not be exercised by tender to the Company, or attestation
to the ownership, of shares of Stock unless such shares either have been owned
by the Optionee for more than six (6) months or were not acquired, directly or
indirectly, from the Company.

(ii) Cashless Exercise. A “Cashless
Exercise” means the delivery of a properly executed notice
together with irrevocable instructions to a broker in a form acceptable to the
Company providing for the assignment to the Company of the proceeds of a sale
or loan with respect to some or all of the shares of Stock acquired upon the
exercise of the Option pursuant to a program or procedure approved by the
Company (including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System). The Company reserves, at any and all
times, the right, in the Company’s sole and absolute discretion, to
decline to approve or terminate any such program or procedure.

4.4 Tax Withholding. At the time the Option is
exercised, in whole or in part, or at any time thereafter as requested by the
Company, the Optionee hereby authorizes withholding from payroll and any other
amounts payable to the Optionee, and otherwise agrees to make adequate
provision for (including by means of a Cashless Exercise to the extent
permitted by the Company), any sums required to satisfy the federal, state, local
and foreign tax

3

withholding
obligations of the Participating Company Group, if any, which arise in
connection with the Option, including, without limitation, obligations arising
upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer,
in whole or in part, of any shares acquired upon exercise of the Option, (iii)
the operation of any law or regulation providing for the imputation of
interest, or (iv) the lapsing of any restriction with respect to any shares
acquired upon exercise of the Option. The Company shall have no obligation to
deliver shares of Stock until the tax withholding obligations of the
Participating Company Group have been satisfied by the Optionee.

4.5 Certificate Registration. Except in the
event the Exercise Price is paid by means of a Cashless Exercise, the
certificate for the shares as to which the Option is exercised shall be
registered in the name of the Optionee, or, if applicable, in the names of the
heirs of the Optionee.

4.6 Restrictions on Grant of the Option and
Issuance of Shares. The grant of the Option and the issuance of shares of
Stock upon exercise of the Option shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such
securities. The Option may not be exercised if the issuance of shares of Stock
upon exercise would constitute a violation of any applicable federal, state or
foreign securities laws or other law or regulations or the requirements of any
stock exchange or market system upon which the Stock may then be listed. In
addition, the Option may not be exercised unless (i) a registration statement
under the Securities Act shall at the time of exercise of the Option be in
effect with respect to the shares issuable upon exercise of the Option or (ii)
in the opinion of legal counsel to the Company, the shares issuable upon
exercise of the Option may be issued in accordance with the terms of an
applicable exemption from the registration requirements of the Securities Act.
THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE
FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE
TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be
necessary to the lawful issuance and sale of any shares subject to the Option
shall relieve the Company of any liability in respect of the failure to issue
or sell such shares as to which such requisite authority shall not have been
obtained. As a condition to the exercise of the Option, the Company may require
the Optionee to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto as may be requested
by the Company.

4.7 Fractional Shares. The Company shall not be
required to issue fractional shares upon the exercise of the Option.

5. TRANSFERABILITY OF THE OPTION.

The Option may generally only be exercised during the
lifetime of the Optionee only by the Optionee or the Optionee’s guardian
or legal representative and may not be exercised, assigned or transferred in
any manner except by will, by the laws of descent and distribution, or as
otherwise provided in the Plan. Following the death of the Optionee, the
Option, to the extent provided in Section 7, may be exercised by the
Optionee’s legal

4

representative
or by any person empowered to do so under the deceased Optionee’s will or
under the then applicable laws of descent and distribution.

6.

TERMINATION OF THE
OPTION.

The Option shall terminate and may no longer be
exercised on the first to occur of (a) the Option Expiration Date, (b) the last
date for exercising the Option following termination of the Optionee’s
Service as described in Section 7, or (c) a Change in Control to the extent
provided in Section 8.

7.

EFFECT OF TERMINATION
OF SERVICE.

7.1 Option
Exercisability.

(a) Disability.
If the Optionee’s Service with the Participating Company Group terminates
because of the Disability of the Optionee, the Option, to the extent
unexercised and exercisable on the date on which the Optionee’s Service
terminated, may be exercised by the Optionee (or the Optionee’s guardian
or legal representative) at any time prior to the expiration of twelve (12)
months after the date on which the Optionee’s Service terminated, but in
any event no later than the Option Expiration Date.

(b) Death.
If the Optionee’s Service with the Participating Company Group terminates
because of the death of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee’s Service terminated, may
be exercised by the Optionee’s legal representative or other person who
acquired the right to exercise the Option by reason of the Optionee’s
death at any time prior to the expiration of twelve (12) months after the date
on which the Optionee’s Service terminated, but in any event no later
than the Option Expiration Date. The Optionee’s Service shall be deemed
to have terminated on account of death if the Optionee dies within three (3)
months after the Optionee’s termination of Service.

(c) Other
Termination of Service. If the Optionee’s Service with the
Participating Company Group terminates for any reason, except Disability or
death, the Option, to the extent unexercised and exercisable by the Optionee on
the date on which the Optionee’s Service terminated, may be exercised by
the Optionee at any time prior to the expiration of three (3) months (or such
other longer period of time as determined by the Board, in its discretion)
after the date on which the Optionee’s Service terminated, but in any
event no later than the Option Expiration Date.

5

7.2 Extension if Exercise Prevented by Law.
Notwithstanding the foregoing, if the exercise of the Option within the
applicable time periods set forth in Section 7.1 is prevented by the provisions
of Section 4.6, the Option shall remain exercisable until three (3) months
after the date the Optionee is notified by the Company that the Option is
exercisable, but in any event no later than the Option Expiration Date.

7.3 Extension if Optionee Subject to Section 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods set
forth in Section 7.1 of shares acquired upon the exercise of the Option would
subject the Optionee to suit under Section 16(b) of the Exchange Act, the
Option shall remain exercisable until the earliest to occur of (i) the tenth
(10th) day following the date on which a sale of such shares by the Optionee
would no longer be subject to such suit, (ii) the one hundred and ninetieth
(190th) day after the Optionee’s termination of Service, or (iii) the
Option Expiration Date.

7.4 Certain Definitions.

(a) “Termination
After Change in Control” shall mean either of the following
events occurring within twenty-four (24) months after a Change in Control:

(i)
termination by the Participating Company Group of the Optionee’s Service
with the Participating Company Group for any reason other than for Cause (as
defined in 7.4(b) below); or

(ii)
the Optionee’s resignation for Good Reason (as defined in 7.4(c) below)
from all capacities in which the Optionee is then rendering Service to the
Participating Company Group within a reasonable period of time following the
event constituting Good Reason.

Notwithstanding
any provision herein to the contrary, Termination After Change in Control shall
not include any termination of the Optionee’s Service with the
Participating Company Group which (1) is for Cause (as defined below); (2) is a
result of the Optionee’s death or disability; (3) is a result of the
Optionee’s voluntary termination of Service other than for Good Reason;
or (4) occurs prior to the effectiveness of a Change in Control.

(b) “Cause”
shall mean any of the following: (i) the Optionee’s theft, dishonesty, or
falsification of any Participating Company documents or records; (ii) the
Optionee’s improper use or disclosure of a Participating Company’s
confidential or proprietary information; (iii) any action by the Optionee which
has a detrimental effect on a Participating Company’s reputation or
business; (iv) the Optionee’s failure or inability to perform adequately
any reasonable assigned duties as determined by a Participating Company; (v)
any violation by the Optionee of any material agreement between the Optionee
and a Participating Company, which breach is not cured pursuant to the terms of
such agreement or any breach of any material statutory duty to a Participating
Company; or (vi) the Optionee’s conviction (including any plea of guilty
or nolo contendere) of any felony or crime involving moral turpitude or dishonesty.

(c) “Good
Reason” shall mean any one or more of the following:

6

(i) without the
Optionee’s express written consent, the relocating of the principal place
of the Optionee’s Service to a location that is more than fifty (50)
miles from the Optionee’s principal place of Service immediately prior to
the date of the Change in Control;

(ii) any failure by the
Participating Company Group to pay, or any reduction by the Participating
Company Group of the Optionee’s base salary in effect immediately prior
to the date of the Change in Control; or

(iii) any failure by the
Participating Company Group to pay, or (1) continue to provide to the Optionee
a package of walefare benefit plans, including, but not profit sharing and
retirement plans, that, taken as a whole, provide substantially similar
benefits to those to which the Optionee was entitled immediately prior to to
the Change in Control (except that the Optionee’s contributions may be
increased to the extent of any cost increases imposed by third parties) or (2)
provide the Optionee with all other fringe benefits (or their equivalent) from
time to time in effect for the benefit of any employee of the Participating
Company Group.

8.

CHANGE IN CONTROL.

In the event of a Change in Control, the Acquiring
Corporation may either assume the Company’s rights and obligations under
the Option or substitute for the Option a substantially equivalent option for
the Acquiring Corporation’s stock. In the event that the Acquiring
Corporation elects not to assume or substitute for outstanding Options in
connection with a Change in Control, the exercisability and vesting of each
such outstanding Option held by the Optionee, provided the Optionee’s
Service has not terminated prior to such date shall be 100% accelerated,
effective as of the date ten (10) days prior to the date of the Change in
Control. The Option shall terminate and cease to be outstanding effective as of
the date of the Change in Control to the extent that the Option is neither
assumed or substituted for by the Acquiring Corporation in connection with the
Change in Control nor exercised as of the date of the Change in Control.
Notwithstanding the foregoing, shares acquired upon exercise of the Option prior
to the Change in Control and any consideration received pursuant to the Change
in Control with respect to such shares shall continue to be subject to all
applicable provisions of this Option Agreement except as otherwise provided
herein.

9.

ADJUSTMENTS FOR
CHANGES IN CAPITAL STRUCTURE.

In the event of any stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification, or
similar change in the capital structure of the Company, appropriate adjustments
shall be made in the number, Exercise Price and class of shares of stock
subject to the Option. If a majority of the shares which are of the same class
as the shares that are subject to the Option are exchanged for, converted into,
or otherwise become (whether or not pursuant to an Ownership Change Event)
shares of another corporation (the “New Shares”),
the Board may unilaterally amend the Option to provide that the Option is
exercisable for New Shares. In the event of any such amendment, the Number of
Option Shares and the Exercise Price shall be adjusted in a fair and equitable
manner, as determined by the Board, in its discretion. Notwithstanding the
foregoing, any fractional share resulting from an adjustment

7

pursuant
to this Section 9 shall be rounded down to the nearest whole number, and in no
event may the Exercise Price be decreased to an amount less than the par value,
if any, of the stock subject to the Option. The adjustments determined by the
Board pursuant to this Section 9 shall be final, binding and conclusive.

10. RIGHTS AS A
STOCKHOLDER, EMPLOYEE OR CONSULTANT.

The Optionee shall have no rights as a stockholder
with respect to any shares covered by the Option until the date of the issuance
of a certificate for the shares for which the Option has been exercised (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section 9. If the
Optionee is an Employee, the Optionee understands and acknowledges that, except
as otherwise provided in a separate, written employment agreement between a
Participating Company and the Optionee, the Optionee’s employment is
“at will” and is for no specified term. Nothing in this Option
Agreement shall confer upon the Optionee any right to continue in the Service
of a Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Optionee’s Service as an
Employee or Consultant, as the case may be, at any time.

11. NOTICE OF SALES UPON
DISQUALIFYING DISPOSITION.

The Optionee shall dispose of the shares acquired
pursuant to the Option only in accordance with the provisions of this Option
Agreement. In addition, if the Notice designates this Option as an Incentive
Stock Option, the Optionee shall (a) promptly notify the Chief Financial
Officer of the Company if the Optionee disposes of any of the shares acquired
pursuant to the Option within one (1) year after the date the Optionee
exercises all or part of the Option or within two (2) years after the Date of
Option Grant and (b) provide the Company with a description of the
circumstances of such disposition. Until such time as the Optionee disposes of
such shares in a manner consistent with the provisions of this Option
Agreement, unless otherwise expressly authorized by the Company, the Optionee
shall hold all shares acquired pursuant to the Option in the Optionee’s
name (and not in the name of any nominee) for the one-year period immediately
after the exercise of the Option and the two-year period immediately after Date
of Option Grant. At any time during the one-year or two-year periods set forth
above, the Company may place a legend on any certificate representing shares
acquired pursuant to the Option requesting the transfer agent for the
Company’s stock to notify the Company of any such transfers. The
obligation of the Optionee to notify the Company of any such transfer shall
continue notwithstanding that a legend has been placed on the certificate
pursuant to the preceding sentence.

12. LEGENDS.

The Company may at any time place legends referencing
any applicable federal, state or foreign securities law restrictions, and, if
applicable, that the shares were acquired upon exercise of an Incentive Stock
Option on all certificates representing shares of stock subject to the
provisions of this Option Agreement. The Optionee shall, at the request of the
Company, promptly present to the Company any and all certificates representing
shares acquired pursuant

8

to
the Option in the possession of the Optionee in order to carry out the
provisions of this Section.

13. LOCK-UP AGREEMENT.

The Optionee hereby agrees that in the event of any
underwritten public offering of stock, including an initial public offering of
stock, made by the Company pursuant to an effective registration statement
filed under the Securities Act, the Optionee shall not offer, sell, contract to
sell, pledge, hypothecate, grant any option to purchase or make any short sale
of, or otherwise dispose of any shares of stock of the Company or any rights to
acquire stock of the Company for such period of time from and after the
effective date of such registration statement as may be established by the
underwriter for such public offering; provided, however, that such period of
time shall not exceed one hundred eighty (180) days from the effective date of
the registration statement to be filed in connection with such public offering.
The foregoing limitation shall not apply to shares registered in the public
offering under the Securities Act.

14. RESTRICTIONS ON
TRANSFER OF SHARES.

No shares acquired upon exercise of the Option may be
sold, exchanged, transferred (including, without limitation, any transfer to a
nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise
disposed of, including by operation of law, in any manner which violates any of
the provisions of this Option Agreement, and any such attempted disposition
shall be void. The Company shall not be required (a) to transfer on its books
any shares which will have been transferred in violation of any of the
provisions set forth in this Option Agreement or (b) to treat as owner of such
shares or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such shares will have been so transferred.

15. MISCELLANEOUS
PROVISIONS.

15.1 Binding Effect.
Subject to the restrictions on transfer set forth herein, this Option Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.

15.2 Termination or
Amendment. The Board may terminate or amend the Plan or the Option at any
time; provided, however, that except as provided in Section 8 in connection
with a Change in Control, no such termination or amendment may adversely affect
the Option or any unexercised portion hereof without the consent of the
Optionee unless such termination or amendment is necessary to comply with any
applicable law or government regulation or is required to enable the Option, if
designated an Incentive Stock Option in the Notice, to qualify as an Incentive
Stock Option. No amendment or addition to this Option Agreement shall be
effective unless in writing.

15.3 Notices. Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Option Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery
or upon deposit in the United States Post Office, by registered or certified
mail, with postage and fees prepaid, addressed to the other party at the
address shown below that party’s signature on

9

the
Notice or at such other address as such party may designate in writing from
time to time to the other party.

15.4 Integrated Agreement.
The Notice, this Option Agreement and the Plan constitute the entire
understanding and agreement of the Optionee and the Participating Company Group
with respect to the subject matter contained herein or therein and supersedes
any prior agreements, understandings, restrictions, representations, or
warranties among the Optionee and the Participating Company Group with respect
to such subject matter other than those as set forth or provided for herein or
therein. To the extent contemplated herein or therein, the provisions of the
Notice and the Option Agreement shall survive any exercise of the Option and
shall remain in full force and effect.

15.5 Applicable Law.
This Option Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered
into and to be performed entirely within the State of California.

15.6 Counterparts. The
Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

10

TM Incentive Stock Option

Optionee:

TM Nonstatutory Stock Option

Date:

STOCK OPTION EXERCISE NOTICE

Cogent,
Inc.

Attention:
Chief Financial Officer

209
Fair Oaks Avenue

South
Pasadena, CA 91030

Ladies
and Gentlemen:

1. Option. I was granted an option (the “Option”)
to purchase shares of the common stock (the “Shares”)
of Cogent, Inc. (the “Company”) pursuant to the
Company’s 2004 Equity Incentive Plan (the “Plan”),
my Notice of Grant of Stock Option (the “Notice”) and
my Stock Option Agreement (the “Option Agreement”) as
follows:

Grant Number:

Date of Option Grant:

Number of Option Shares:

Exercise Price per Share:

$

2. Exercise of Option. I hereby elect to
exercise the Option to purchase the following number of Shares:

Total Shares Purchased:

Total Exercise Price (Total Shares X Price per Share)

$

3. Payments. I enclose payment in full
of the total exercise price for the Shares in the following form(s), as
authorized by my Option Agreement:

TM Cash:

$

TM Check:

$

TM Tender of Company Stock:

Contact Plan Administrator

TM Cashless exercise

Contact Plan Administrator

4. Tax Withholding. Subject to the
Option Agreement, I authorize payroll withholding and otherwise will make
adequate provision for the federal, state, local and foreign tax withholding
obligations of the Company, if any, in connection with the Option.

1

5.

Optionee Information.

My address is:

My Social Security Number
is:

6. Notice of Disqualifying
Disposition. If the Option is an Incentive Stock Option, I agree that I
will promptly notify the Chief Financial Officer of the Company if I transfer
any of the Shares within one (1) year from the date I exercise all or part of
the Option or within two (2) years of the Date of Option Grant.

7. Binding Effect. I
agree that the Shares are being acquired in accordance with and subject to the
terms, provisions and conditions of the Option Agreement, to all of which I
hereby expressly assent. This Agreement shall inure to the benefit of and be
binding upon the my heirs, executors, administrators, successors and assigns.

I understand that I am purchasing the Shares pursuant
to the terms of the Plan, the Notice and my Option Agreement, copies of which I
have received and carefully read and understand.

Very truly yours,

(Signature)

Receipt
of the above is hereby acknowledged.

COGENT,
INC.

By:

Title:

Dated:

2

COGENT, INC.

STOCK OPTION AGREEMENT

(Double Trigger Acceleration)

Cogent, Inc. has granted to the individual (the “Optionee”)
named in the Notice of Grant of Stock Option (the “Notice”)
to which this Stock Option Agreement (the “Option Agreement”)
is attached an option (the “Option”) to purchase
certain shares of Stock upon the terms and conditions set forth in the Notice
and this Option Agreement. The Option has been granted pursuant to and shall in
all respects be subject to the terms and conditions of the Cogent, Inc. 2004
Equity Incentive Plan (the “Plan”), as amended to the
Date of Option Grant, the provisions of which are incorporated herein by
reference. By signing the Notice, the Optionee: (a) represents that the
Optionee has read and is familiar with the terms and conditions of the Notice,
the Plan and this Option Agreement, including the Effect of Termination of
Service set forth in Section 7, (b) accepts the Option subject to all of the
terms and conditions of the Notice, the Plan and this Option Agreement, (c)
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under the Notice, the
Plan or this Option Agreement, and (d) acknowledges receipt of a copy of the
Notice, the Plan and this Option Agreement.

1.

DEFINITIONS AND
CONSTRUCTION.

1.1 Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan.

1.2 Construction.
Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Option Agreement.
Except when otherwise indicated by the context, the singular shall include the
plural and the plural shall include the singular. Use of the term
“or” is not intended to be exclusive, unless the context clearly
requires otherwise.

2.

TAX CONSEQUENCES.

2.1 Tax
Status of Option. This Option is intended to have the tax status designated
in the Notice.

(a) Incentive
Stock Option. If the Notice so designates, this Option is intended to
be an Incentive Stock Option within the meaning of Section 422(b) of the Code,
but the Company does not represent or warrant that this Option qualifies as
such. The Optionee should consult with the Optionee’s own tax advisor
regarding the tax effects of this Option and the requirements necessary to
obtain favorable income tax treatment under Section 422 of the Code, including,
but not limited to, holding period requirements. (NOTE TO OPTIONEE: If the Option
is exercised more than three (3) months after the date on which you cease to be
an Employee (other than by reason of your death or permanent and total
disability as defined in Section 22(e)(3) of the Code), the Option will be
treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to
the extent required by Section 422 of the Code.)

1

(b) Nonstatutory
Stock Option. If the Notice so designates, this Option is intended to
be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock
Option within the meaning of Section 422(b) of the Code.

2.2 ISO
Fair Market Value Limitation.If the Notice designates this Option as an
Incentive Stock Option, then to the extent that the Option (together with
all Incentive Stock Options granted to the Optionee under all stock option
plans of the Participating Company Group, including the Plan) becomes
exercisable for the first time during any calendar year for shares having a
Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the
portion of such options which exceeds such amount will be treated as
Nonstatutory Stock Options. For purposes of this Section 2.2, options
designated as Incentive Stock Options are taken into account in the order in
which they were granted, and the Fair Market Value of stock is determined as of
the time the option with respect to such stock is granted. If the Code is
amended to provide for a different limitation from that set forth in this
Section 2.2, such different limitation shall be deemed incorporated herein
effective as of the date required or permitted by such amendment to the Code.
If the Option is treated as an Incentive Stock Option in part and as a
Nonstatutory Stock Option in part by reason of the limitation set forth in this
Section 2.2, the Optionee may designate which portion of such Option the
Optionee is exercising. In the absence of such designation, the Optionee shall
be deemed to have exercised the Incentive Stock Option portion of the Option
first. Separate certificates representing each such portion shall be issued
upon the exercise of the Option. (NOTE TO OPTIONEE: If the aggregate Exercise
Price of the Option (that is, the Exercise Price multiplied by the Number of
Option Shares) plus the aggregate exercise price of any other Incentive Stock
Options you hold (whether granted pursuant to the Plan or any other stock
option plan of the Participating Company Group) is greater than $100,000, you
should contact the Chief Financial Officer of the Company to ascertain whether
the entire Option qualifies as an Incentive Stock Option.)

3.

ADMINISTRATION.

All questions of interpretation concerning this Option
Agreement shall be determined by the Board. All determinations by the Board
shall be final and binding upon all persons having an interest in the Option.
Any officer of a Participating Company shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or
election which is the responsibility of or which is allocated to the Company
herein, provided the officer has apparent authority with respect to such
matter, right, obligation, or election.

4.

EXERCISE OF THE
OPTION.

4.1 Right
to Exercise. Except as otherwise provided herein, the Option shall be
exercisable on and after the Date of Option Grant (or if later, the
Optionee’s Service commencement date) and prior to the termination of the
Option (as provided in Section 6) in an amount not to exceed the number of
Vested Shares less the number of shares previously acquired upon exercise of
the Option.

4.2 Method
of Exercise. Exercise of the Option shall be by written notice to the
Company which must state the election to exercise the Option, the number of
whole shares of Stock for which the Option is being exercised and such other
representations and agreements as

2

to
the Optionee’s investment intent with respect to such shares as may be
required pursuant to the provisions of this Option Agreement. The written
notice must be signed by the Optionee and must be delivered in person, by
certified or registered mail, return receipt requested, by confirmed facsimile
transmission, or by such other means as the Company may permit, to the Chief
Financial Officer of the Company, or other authorized representative of the
Participating Company Group, prior to the termination of the Option as set
forth in Section 6, accompanied by full payment of the aggregate Exercise Price
for the number of shares of Stock being purchased. The Option shall be deemed
to be exercised upon receipt by the Company of such written notice and the
aggregate Exercise Price.

4.3 Payment
of Exercise Price.

(a) Forms
of Consideration Authorized. Except as otherwise provided below,
payment of the aggregate Exercise Price for the number of shares of Stock for
which the Option is being exercised shall be made (i) in cash, by check, or
cash equivalent, (ii) by tender to the Company, or attestation to the
ownership, of whole shares of Stock owned by the Optionee having a Fair Market
Value (as determined by the Company without regard to any restrictions on
transferability applicable to such stock by reason of federal or state
securities laws or agreements with an underwriter for the Company) not less
than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as
defined in Section 4.3(b), or (iv) by any combination of the foregoing.

(b) Limitations
on Forms of Consideration.

(i) Tender
of Stock. Notwithstanding the foregoing, the Option may not be exercised by
tender to the Company, or attestation to the ownership, of shares of Stock to
the extent such tender or attestation would constitute a violation of the
provisions of any law, regulation or agreement restricting the redemption of
the Company’s stock. The Option may not be exercised by tender to the
Company, or attestation to the ownership, of shares of Stock unless such shares
either have been owned by the Optionee for more than six (6) months or were not
acquired, directly or indirectly, from the Company.

(ii) Cashless
Exercise. A “Cashless Exercise” means the
delivery of a properly executed notice together with irrevocable instructions
to a broker in a form acceptable to the Company providing for the assignment to
the Company of the proceeds of a sale or loan with respect to some or all of
the shares of Stock acquired upon the exercise of the Option pursuant to a
program or procedure approved by the Company (including, without limitation,
through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System). The Company reserves, at any and all times, the right, in the
Company’s sole and absolute discretion, to decline to approve or
terminate any such program or procedure.

4.4 Tax
Withholding. At the time the Option is exercised, in whole or in part, or at
any time thereafter as requested by the Company, the Optionee hereby authorizes
withholding from payroll and any other amounts payable to the Optionee, and
otherwise agrees to make adequate provision for (including by means of a
Cashless Exercise to the extent permitted by the Company), any sums required to
satisfy the federal, state, local and foreign tax

3

withholding obligations
of the Participating Company Group, if any, which arise in connection with the Option,
including, without limitation, obligations arising upon (i) the exercise, in
whole or in part, of the Option, (ii) the transfer, in whole or in part, of any
shares acquired upon exercise of the Option, (iii) the operation of any law or
regulation providing for the imputation of interest, or (iv) the lapsing of any
restriction with respect to any shares acquired upon exercise of the Option.
The Company shall have no obligation to deliver shares of Stock until the tax
withholding obligations of the Participating Company Group have been satisfied
by the Optionee.

4.5 Certificate
Registration. Except in the event the Exercise Price is paid by means of a
Cashless Exercise, the certificate for the shares as to which the Option is
exercised shall be registered in the name of the Optionee, or, if applicable,
in the names of the heirs of the Optionee.

4.6 Restrictions
on Grant of the Option and Issuance of Shares. The grant of the Option and
the issuance of shares of Stock upon exercise of the Option shall be subject to
compliance with all applicable requirements of federal, state or foreign law
with respect to such securities. The Option may not be exercised if the
issuance of shares of Stock upon exercise would constitute a violation of any
applicable federal, state or foreign securities laws or other law or
regulations or the requirements of any stock exchange or market system upon
which the Stock may then be listed. In addition, the Option may not be
exercised unless (i) a registration statement under the Securities Act shall at
the time of exercise of the Option be in effect with respect to the shares
issuable upon exercise of the Option or (ii) in the opinion of legal counsel to
the Company, the shares issuable upon exercise of the Option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION
MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED
EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from
any regulatory body having jurisdiction the authority, if any, deemed by the
Company’s legal counsel to be necessary to the lawful issuance and sale
of any shares subject to the Option shall relieve the Company of any liability
in respect of the failure to issue or sell such shares as to which such
requisite authority shall not have been obtained. As a condition to the
exercise of the Option, the Company may require the Optionee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the Company.

4.7 Fractional
Shares. The Company shall not be required to issue fractional shares upon
the exercise of the Option.

5. TRANSFERABILITY OF THE OPTION.

The Option may generally only be exercised during the
lifetime of the Optionee only by the Optionee or the Optionee’s guardian
or legal representative and may not be exercised, assigned or transferred in
any manner except by will, by the laws of descent and distribution, or as
otherwise provided in the Plan. Following the death of the Optionee, the
Option, to the extent provided in Section 7, may be exercised by the
Optionee’s legal

4

representative
or by any person empowered to do so under the deceased Optionee’s will or
under the then applicable laws of descent and distribution.

6. TERMINATION OF THE OPTION.

The Option shall terminate and may no longer be
exercised on the first to occur of (a) the Option Expiration Date, (b) the last
date for exercising the Option following termination of the Optionee’s
Service as described in Section 7, or (c) a Change in Control to the extent
provided in Section 8.

7. EFFECT OF TERMINATION OF SERVICE.

7.1 Option
Exercisability.

(a) Disability.
If the Optionee’s Service with the Participating Company Group terminates
because of the Disability of the Optionee, the Option, to the extent
unexercised and exercisable on the date on which the Optionee’s Service
terminated, may be exercised by the Optionee (or the Optionee’s guardian
or legal representative) at any time prior to the expiration of twelve (12)
months after the date on which the Optionee’s Service terminated, but in
any event no later than the Option Expiration Date.

(b) Death.
If the Optionee’s Service with the Participating Company Group terminates
because of the death of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee’s Service terminated, may
be exercised by the Optionee’s legal representative or other person who
acquired the right to exercise the Option by reason of the Optionee’s
death at any time prior to the expiration of twelve (12) months after the date
on which the Optionee’s Service terminated, but in any event no later
than the Option Expiration Date. The Optionee’s Service shall be deemed
to have terminated on account of death if the Optionee dies within three (3)
months after the Optionee’s termination of Service.

(c) Other
Termination of Service. If the Optionee’s Service with the Participating
Company Group terminates for any reason, except Disability, death or
Termination After Change in Control, the Option, to the extent unexercised and
exercisable by the Optionee on the date on which the Optionee’s Service
terminated, may be exercised by the Optionee at any time prior to the
expiration of three (3) months (or such other longer period of time as
determined by the Board, in its discretion) after the date on which the
Optionee’s Service terminated, but in any event no later than the Option
Expiration Date.

7.2 Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, if the
exercise of the Option within the applicable time periods set forth in Section
7.1 is prevented by the provisions of Section 4.6, the Option shall remain
exercisable until three (3) months after the date the Optionee is notified by
the Company that the Option is exercisable, but in any event no later than the
Option Expiration Date.

7.3 Extension
if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a
sale within the applicable time periods set forth in Section 7.1 of shares
acquired upon the exercise of the Option would subject the Optionee to suit
under Section 16(b) of the Exchange Act, the Option shall remain exercisable
until the earliest to occur of (i) the tenth

5

(i)
(10th) day following the date on which a sale of such shares by the Optionee
would no longer be subject to such suit, (ii) the one hundred and ninetieth
(190th) day after the Optionee’s termination of Service, or (iii) the
Option Expiration Date.

8. CHANGE IN CONTROL.

In the event of a Change in Control, the Acquiring
Corporation may either assume the Company’s rights and obligations under
the Option or substitute for the Option a substantially equivalent option for
the Acquiring Corporation’s stock. In the event that the Acquiring
Corporation elects not to assume or substitute for outstanding Options in
connection with a Change in Control, the exercisability and vesting of each
such outstanding Option held by the Optionee, provided the Optionee’s
Service has not terminated prior to such date shall be 100% accelerated,
effective as of the date ten (10) days prior to the date of the Change in
Control. The Option shall terminate and cease to be outstanding effective as of
the date of the Change in Control to the extent that the Option is neither
assumed or substituted for by the Acquiring Corporation in connection with the
Change in Control nor exercised as of the date of the Change in Control.
Notwithstanding the foregoing, shares acquired upon exercise of the Option
prior to the Change in Control and any consideration received pursuant to the
Change in Control with respect to such shares shall continue to be subject to
all applicable provisions of this Option Agreement except as otherwise provided
herein.

9. ADJUSTMENTS FOR
CHANGES IN CAPITAL STRUCTURE.

In the event of any stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification, or similar
change in the capital structure of the Company, appropriate adjustments shall
be made in the number, Exercise Price and class of shares of stock subject to
the Option. If a majority of the shares which are of the same class as the
shares that are subject to the Option are exchanged for, converted into, or
otherwise become (whether or not pursuant to an Ownership Change Event) shares
of another corporation (the “New Shares”), the Board
may unilaterally amend the Option to provide that the Option is exercisable for
New Shares. In the event of any such amendment, the Number of Option Shares and
the Exercise Price shall be adjusted in a fair and equitable manner, as
determined by the Board, in its discretion. Notwithstanding the foregoing, any
fractional share resulting from an adjustment pursuant to this Section 9 shall
be rounded down to the nearest whole number, and in no event may the Exercise
Price be decreased to an amount less than the par value, if any, of the stock
subject to the Option. The adjustments determined by the Board pursuant to this
Section 9 shall be final, binding and conclusive.

10. RIGHTS AS A
STOCKHOLDER, EMPLOYEE OR CONSULTANT.

The Optionee shall have no rights as a stockholder
with respect to any shares covered by the Option until the date of the issuance
of a certificate for the shares for which the Option has been exercised (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section 9. If the
Optionee is an Employee, the Optionee understands and acknowledges that, except
as otherwise provided in a separate, written

6

employment
agreement between a Participating Company and the Optionee, the
Optionee’s employment is “at will” and is for no specified
term. Nothing in this Option Agreement shall confer upon the Optionee any right
to continue in the Service of a Participating Company or interfere in any way
with any right of the Participating Company Group to terminate the
Optionee’s Service as an Employee or Consultant, as the case may be, at
any time.

11. NOTICE OF SALES UPON
DISQUALIFYING DISPOSITION.

The Optionee shall dispose of the shares acquired
pursuant to the Option only in accordance with the provisions of this Option
Agreement. In addition, if the Notice designates this Option as an Incentive
Stock Option, the Optionee shall (a) promptly notify the Chief Financial
Officer of the Company if the Optionee disposes of any of the shares acquired
pursuant to the Option within one (1) year after the date the Optionee
exercises all or part of the Option or within two (2) years after the Date of
Option Grant and (b) provide the Company with a description of the
circumstances of such disposition. Until such time as the Optionee disposes of
such shares in a manner consistent with the provisions of this Option
Agreement, unless otherwise expressly authorized by the Company, the Optionee
shall hold all shares acquired pursuant to the Option in the Optionee’s
name (and not in the name of any nominee) for the one-year period immediately
after the exercise of the Option and the two-year period immediately after Date
of Option Grant. At any time during the one-year or two-year periods set forth
above, the Company may place a legend on any certificate representing shares
acquired pursuant to the Option requesting the transfer agent for the
Company’s stock to notify the Company of any such transfers. The
obligation of the Optionee to notify the Company of any such transfer shall
continue notwithstanding that a legend has been placed on the certificate
pursuant to the preceding sentence.

12. LEGENDS.

The Company may at any time place legends referencing
any applicable federal, state or foreign securities law restrictions, and, if
applicable, that the shares were acquired upon exercise of an Incentive Stock
Option on all certificates representing shares of stock subject to the
provisions of this Option Agreement. The Optionee shall, at the request of the
Company, promptly present to the Company any and all certificates representing
shares acquired pursuant to the Option in the possession of the Optionee in
order to carry out the provisions of this Section.

13. LOCK-UP AGREEMENT.

The Optionee hereby agrees that in the event of any
underwritten public offering of stock, including an initial public offering of
stock, made by the Company pursuant to an effective registration statement
filed under the Securities Act, the Optionee shall not offer, sell, contract to
sell, pledge, hypothecate, grant any option to purchase or make any short sale
of, or otherwise dispose of any shares of stock of the Company or any rights to
acquire stock of the Company for such period of time from and after the
effective date of such registration statement as may be established by the
underwriter for such public offering; provided, however, that such period of
time shall not exceed one hundred eighty (180) days from the effective date of
the

7

registration
statement to be filed in connection with such public offering. The foregoing
limitation shall not apply to shares registered in the public offering under
the Securities Act.

14. RESTRICTIONS ON
TRANSFER OF SHARES.

No shares acquired upon exercise of the Option may be
sold, exchanged, transferred (including, without limitation, any transfer to a
nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise
disposed of, including by operation of law, in any manner which violates any of
the provisions of this Option Agreement, and any such attempted disposition
shall be void. The Company shall not be required (a) to transfer on its books
any shares which will have been transferred in violation of any of the
provisions set forth in this Option Agreement or (b) to treat as owner of such
shares or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such shares will have been so transferred.

15. MISCELLANEOUS
PROVISIONS.

15.1 Binding Effect. Subject
to the restrictions on transfer set forth herein, this Option Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.

15.2 Termination or Amendment.
The Board may terminate or amend the Plan or the Option at any time; provided,
however, that except as provided in Section 8 in connection with a Change in
Control, no such termination or amendment may adversely affect the Option or
any unexercised portion hereof without the consent of the Optionee unless such
termination or amendment is necessary to comply with any applicable law or
government regulation or is required to enable the Option, if designated an
Incentive Stock Option in the Notice, to qualify as an Incentive Stock Option.
No amendment or addition to this Option Agreement shall be effective unless in
writing.

15.3 Notices. Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Option Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery
or upon deposit in the United States Post Office, by registered or certified
mail, with postage and fees prepaid, addressed to the other party at the
address shown below that party’s signature on the Notice or at such other
address as such party may designate in writing from time to time to the other
party.

15.4 Integrated Agreement.
The Notice, this Option Agreement and the Plan constitute the entire
understanding and agreement of the Optionee and the Participating Company Group
with respect to the subject matter contained herein or therein and supersedes
any prior agreements, understandings, restrictions, representations, or
warranties among the Optionee and the Participating Company Group with respect
to such subject matter other than those as set forth or provided for herein or
therein. To the extent contemplated herein or therein, the provisions of the
Notice and the Option Agreement shall survive any exercise of the Option and
shall remain in full force and effect.

8

15.5 Applicable Law.
This Option Agreement shall be governed by the laws of the State of California
as such laws are applied to agreements between California residents entered
into and to be performed entirely within the State of California.

15.6 Counterparts. The
Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

9

TM Incentive Stock Option

Optionee:

TM Nonstatutory Stock Option

Date:

STOCK OPTION EXERCISE NOTICE

Cogent,
Inc.

Attention:
Chief Financial Officer

209
Fair Oaks Avenue

South
Pasadena, CA 91030

Ladies
and Gentlemen:

1. Option. I was granted an option (the “Option”)
to purchase shares of the common stock (the “Shares”)
of Cogent, Inc. (the “Company”) pursuant to the
Company’s 2004 Equity Incentive Plan (the “Plan”),
my Notice of Grant of Stock Option (the “Notice”) and
my Stock Option Agreement (the “Option Agreement”) as
follows:

Grant Number:

Date of Option Grant:

Number of Option Shares:

Exercise Price per Share:

$

2. Exercise of Option. I hereby elect to
exercise the Option to purchase the following number of Shares:

Total Shares Purchased:

Total Exercise Price (Total Shares X Price per Share)

$

3. Payments. I enclose payment in full
of the total exercise price for the Shares in the following form(s), as
authorized by my Option Agreement:

TM Cash:

$

TM Check:

$

TM Tender of Company Stock:

Contact Plan Administrator

TM Cashless exercise

Contact Plan Administrator

4. Tax Withholding. Subject to the
Option Agreement, I authorize payroll withholding and otherwise will make
adequate provision for the federal, state, local and foreign tax withholding
obligations of the Company, if any, in connection with the Option.

1

5.

Optionee Information.

My address is:

My Social Security Number
is:

6. Notice of Disqualifying
Disposition. If the Option is an Incentive Stock Option, I agree that I
will promptly notify the Chief Financial Officer of the Company if I transfer
any of the Shares within one (1) year from the date I exercise all or part of
the Option or within two (2) years of the Date of Option Grant.

7. Binding Effect. I
agree that the Shares are being acquired in accordance with and subject to the
terms, provisions and conditions of the Option Agreement, to all of which I
hereby expressly assent. This Agreement shall inure to the benefit of and be
binding upon the my heirs, executors, administrators, successors and assigns.

I understand that I am purchasing the Shares pursuant
to the terms of the Plan, the Notice and my Option Agreement, copies of which I
have received and carefully read and understand.